The Company requires the highest standards from the Independent Recruiter in his/her performance at work and the Independent Recruiter’s general conduct must always:
i. Be diligent, honest and ethical in the performance of his/her duties;
ii. Render services in a polite, professional and competent manner, in willing cooperation with employees/customers/contractors of the Company, avoiding at all times rude or insulting behaviour and objectionable language;
iii. Comply with all reasonable instructions, limitations, rules and policies which the Company may notify the Independent Recruiter from time to time;
iv. Endeavour to promote the interests, profitability and reputation of the Company;
v. No voice recording of any conversation without the explicit written permission of other parties involved in the conversation.
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
i. Ensuring the correctness of job descriptions used for sourcing candidates.
ii. Promptly notifying the Company about candidate engagements.
iii. Provide the Services with all due care, skill and ability, and use best endeavours to promote the interests of the Client and Company.
iv. Unless prevented by ill health or accident, ensure that the deliverables conform in all respects with, and are achieved by deadlines and are fit for any purpose expressly or implicitly made known to the Independent Recruiter by the Client.
v. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship between the parties.
vi. Not to sign any documents and commit the Company to any obligations with any 3rd party without the written permission of the Company.
vii. To use all reasonable endeavours to help the Company in collection of monies owed by the Client.
viii. To inform the Company of any significant change in the financial position of the Client as soon as possible once the Independent Recruiter becomes aware of it.
ix. Candidates sourced by the Independent Recruiter through the Company’s platform will only be placed with Clients that are on the Company’s platform and invoiced by the Company only.
x. To adhere to the data protection policies of the Company.
xi. Unless specifically authorised in writing by the Client, the Independent Recruiter shall not incur expenditure in the name of or for the account of the Client.
xii. The Independent Recruiter shall comply with the Client’s policies on social media, use of information and communication systems, anti-harassment and bullying, equal opportunities, no smoking, and substance misuse.
xiii. The Independent Recruiter shall comply with all applicable health and safety procedures of the Client and report any unsafe working conditions or practices at any premises where the Services are provided.
xiv. The Independent Recruiter shall comply with all applicable anti-bribery and anti-corruption laws and the Client’s related policies.
i. To ensure that the recruitment platform is available for usage by the Independent Recruiter.
ii. Prepare Independent Recruiter’s fee share statement within 7 days of month-end.
iii. Payment of Independent Recruiter’s fee share within 10 working days after month-end.
The Independent Recruiter represents and warrants to the Company that, by entering into this agreement or performing any of his obligations under it, he will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on him and undertakes to indemnify the Company against any claims, costs, damages, liabilities or expenses which the Company may incur as a result if he is in breach of any such obligations.
The Company may also terminate this Agreement with immediate effect without notice and with no liability to make any further payment to the Independent Recruiter (other than in respect of amounts accrued due at the date of termination) if the Independent Recruiter:
i. is in breach of the Company’s anti-corruption and bribery policy and related procedures;
ii. in the reasonable opinion of the Company commits an act or omission that has a material effect on the reputation of the Company; or
iii. commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Company; or
iv. is, in the reasonable opinion of the Company, negligent and incompetent in the performance of his duties; or
v. is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed); or is guilty of any fraud or dishonesty or acts in any manner which in the opinion of the Company or Board brings or is likely to bring the Independent Recruiter or the Company or any Group Company into disrepute or is materially adverse to the interests of the Company or any Group Company; or
vi. is guilty of a serious breach of any rules issued by the Company from time to time regarding its electronic communications systems; or
vii. The rights of the Company under clause 15.1 are without prejudice to any other rights that it might have at law to terminate the Agreement or to accept any breach of this Agreement by the Independent Recruiter as having brought the Agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver thereof.
Confidential Information refers to any data or information relating to the Company, whether business or personal, which would reasonably be considered to be private or proprietary to the Company and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Company.
The Independent Recruiter agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Independent Recruiter has obtained, except as authorised by the Company or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Company. The use of the Intellectual Property by the Company will not be restricted in any manner.
The Independent Recruiter may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Company. The Independent Recruiter will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
Upon the expiry or termination of this Agreement, the Independent Recruiter will return to the Company any property, documentation, records, or Confidential Information which is the property of the Company.
In providing and using the Services under this Agreement it is expressly agreed that the Independent Recruiter is acting as an independent contractor and not as an employee. The Independent Recruiter and the Company acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
The Independent Recruiter will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Company.
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
