Client ListTerms of Business
GENERAL TERMS AND CONDITIONS FOR THE SUPPLY OF A CONSULTANT
Definitions
1. In these terms, the following definitions apply:
“Tapex” shall mean Tapex Interims of 8 Laurence Pountney Hill, London EC4R OBE.
“The Client” shall mean the party for which Tapex has agreed to supply the services of a consultant.
“The Consultant” shall mean the person introduced by Tapex to the Client for the required services.
“The Assignment” shall mean the period during which the Consultant is engaged to render the required services to the Client.
“The Contract” shall mean the agreement between Tapex and the Client, which shall incorporate these terms.
The Contract
2. This Contract takes precedence over any terms stipulated by the Client and over any prior agreement made between the Client and the Consultant and is subject to the Laws of England and Wales.
Notification & Fees
3. The Consultant shall record their hours worked upon timesheets on a weekly basis and submit them to the Client to be checked. It is the responsibility of the Client to ensure that the timesheet is counter-signed by an authorised member of staff. The working of overtime must be agreed by the Client and the Consultant before any overtime is worked.
4. The counter-signed timesheet shall represent authorisation for Tapex to invoice the Client at the rate specified in clause 5 of these terms. The Client shall be invoiced on a periodic basis as specified in the agreement. Payment will be due as specified in the agreement. Tapex reserves the right to charge interest on all overdue amounts at a rate of 4% above the Barclays Bank base rate. This may vary from time to time from the due date until payment.
5. TAPex fees are calculated as a percentage of the gross daily rate payable to the consultant.
6. Should the Consultant incur any expenses pursuant to this Contract and where such expenses have been authorised by the Client, Tapex will charge the Client for such expenses and reimburse the Consultant.
Client obligations vis-a-vis the Consultant
7. Prior to this Contract being made, the Client shall have had the opportunity to interview and consider the suitability of the Consultant. Once the Contract has been signed, the quality, quantity and performance of the consultant’s work rests solely with the Client at all times.
8. The Client is responsible for supervising and directing the Consultant as to the nature and method of performing the work required and in such respects the Consultant shall be under the management, direction and control of the Client. The Client will be responsible for all acts, errors and omissions on the part of the Consultant, whether willful, negligent or otherwise, as though they were directly employed by them. Furthermore, the Client will also comply with all statutes, bylaws and legal requirements affecting the Consultant to which it is subject in respect of its own staff. The Client will keep Tapex indemnified in respect of any breach of this clause.
9. To the extent that the Consultant works on the Client’s premises, the Client shall comply with all statutory requirements relating to the safety and welfare of the Consultant.
The Consultant’s obligations vis-a-vis the Client
10. The agreement between Tapex and the Consultant requires the Consultant to observe the rules and regulations governing the Client’s own staff whilst working on the Client’s premises. This includes considerations of confidentiality.
11. Subject to all payments being received by Tapex, all work undertaken by the Consultant under this Agreement will be the property of the Client. This includes, but is not limited to, all intellectual property rights, software rights, discoveries and inventions.
Termination
12. The Client or Tapex may terminate this Agreement for any reason by giving the other party prior written notice as specified in this Agreement.
13. The Client or Tapex may terminate this Agreement with immediate effect by written notice if the other party commits or threatens to commit any act of bankruptcy or liquidation.
14. The Client may terminate this Agreement with immediate effect by written notice to Tapex stating the grounds for termination if at any time within the first 10 working days of the Contract the Consultant fails to reach the expected standard of performance. Tapex will use reasonable endeavours to provide a suitable replacement Consultant within a mutually agreed period of time.
Staff approaches
15. Tapex undertakes that during the currency of this Agreement it will make no unsolicited approach to any members of the Client’s staff unless with the prior consent of the Client.
Introduction fees
16. If the Client directly engages the Consultant during the course of this Agreement or within 12 months of the termination of this Agreement, then it must pay a placement fee to Tapex in accordance with the provisions of paragraph 16 below. Similarly the Client will be liable to pay such a fee if it in turn introduces the Consultant to another person, firm or company which subsequently engages them.
17. The placement fee due pursuant to paragraph 15 above shall be 30% of the agreed remuneration (expressed on an annual basis) including all payments, bonuses, benefits in kind and any other payments arising from the engagement. In the event that the remuneration cannot be accurately established the remuneration shall be deemed to be 240 times the daily rate at which the Consultant was last supplied to the Client. No rebate shall be made if the engagement is subsequently terminated.
18. A placement fee shall also be due from the Client under the provisions in paragraphs 15 and 16 where it engages the Consultant under an agreement with any other person, firm or company which provides the Consultant’s services to the Client within the period of time specified in 15 above. In these circumstances a fee will be due whether or not the other person, firm or company is under the Consultant’s control.
19. For the purpose of clauses 15 to 17 the word “engagement” shall include engagement or use whether under a contract of service or for services and whether of a temporary or permanent nature, and related expressions shall be construed accordingly.
Liability
20. Whilst every effort is made by Tapex to ensure the Client’s satisfaction, in no event shall Tapex be held liable for any indirect, special or consequential loss or damages (including, but not limited to, loss of profit, business, revenue, goodwill, anticipated savings and / or claims made under third party contracts) in any way arising out of the failure of the Consultant or Tapex to perform any of its obligations hereunder.
Confidentiality
21. Each party undertakes not to print, publicise or disclose to any third party any confidential information relating to the other party or its operations without the prior consent of the other party. Each party undertakes to deliver up on request any confidential information relating to the other party acquired during the course of the Assignment.
Variation
22. No variation to this Agreement shall be valid or binding unless confirmed in writing by both Tapex and the Client.
