Terms and Conditions

1.1 In these Terms –

* “Client” means the person, firm or corporate body to whom Caroo Ltd introduces a Candidate;

* “Candidate” means the person Introduced by Caroo Ltd to Client including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company, any member or employee of the Candidate if the Candidate is a limited liability partnership, and members of Caroo Ltd ’s own staff;

* “Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended);

* “Data Controller” means (i) “data controller” in the Data Protection Act 1998 in respect of processing undertaken on or before 24 May 2018; and (b) “controller” in accordance with the General Data Protection Regulation (EU) 2016/679 in respect of processing undertaken on or after 25 May 2018;

* “Data Protection Legislation” means all applicable laws and regulations, as amended or updated from time to time, in the United Kingdom relating to data protection, the processing of personal data and privacy, including without limitation,

(a) the Data Protection Act 1998;

(b) (with effect from 25 May 2018) the General Data Protection Regulation (EU) 2016/679;

(c) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications); and

(d) any legislation that replaces or converts into United Kingdom law the General Data Protection Regulation (EU) 2016/679, the proposed Regulation on Privacy and Electronic Communications or any other law relating to data protection, the processing of personal data and privacy resulting from the United Kingdom leaving the European Union;

* “Engagement” means the engagement, employment or use of the Candidate by Client or by any Third Party to whom or to which the Candidate was Introduced by Client (whether with or without Caroo Ltd ’s knowledge or consent) on a permanent or temporary basis, whether under a contract of service or for services; under an agency, license, franchise or partnership agreement; or through any other engagement directly or through a limited company of which the Candidate is an officer or employee or through a limited liability partnership of which the Candidate is a member or employee; or indirectly through another company and “Engages” and “Engaged” will be construed accordingly;

* “Introduction” means –

*  the passing of a curriculum vitæ or information about the Candidate; or

*  the interview of a Candidate in person or by telephone

*  and the time of the Introduction will be taken to be the earlier of (a) and (b) above; and “Introduced” and “Introduces” will be construed accordingly;

* “Personal Data” means as set out in, and will be interpreted in accordance with Data Protection Legislation;

* “Personal Data Breach” means the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed in connection with these Terms or which relates to any Candidate;

* “Process” means as set out in, and will be interpreted in accordance with Data Protection Legislation and “Processed” and “Processing” will be construed accordingly;

* “Remuneration” includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, shift allowances, location weighting and call-out allowances, the benefit of a company car and all other payments or emoluments payable to or receivable by the Candidate for work (or for services where applicable) to be rendered to or on behalf of Client.

* “Terms” means these terms of business as further defined within clause 2;

* “Third Party” means any company or person who is not Client. For the avoidance of doubt, subsidiary and associated companies of Client (as defined by s.1159 of the Companies Act 2006 and s.416 of the Income and Corporation Taxes Act 1988 respectively) are included (without limitation) within this definition; and

* “Vacancy” means a specific role/s, work or position that Client requests Caroo Ltd to submit person for consideration for such role/s work or position.

2. These “Terms”

2.1 These Terms constitute the entire agreement between Caroo Ltd and Client in relation to the subject matter hereof and are deemed to be accepted by Client and to apply by virtue of…

* (a) an Introduction to Client of a Candidate; or…

* (b) the Engagement by Client of a Candidate; or…

* (c) the passing of information about the Candidate by Client to any Third Party; or…

* (d) Client’s interview or request to interview a Candidate; or…

* (e) Client’s signature at the end of these Terms; or…

* (f) any other written expressed acceptance of these Terms.

For the avoidance of doubt, these Terms apply whether or not the Candidate is Engaged by Client for the same type of work and/or Vacancy as that for which the Introduction was originally effected.

2.2 These Terms supersede all previous agreements between the parties in relation to the subject matter hereof.

2.3 These Terms prevail over any other terms of business or purchase conditions put forward by Client save where expressly agreed otherwise by Caroo Ltd .

2.4 Client authorises Caroo Ltd to act on its behalf in seeking a person to meet Client’s requirements and, shall advertise for such a person through such methods as Caroo Ltd. deems fit.

2.5 For the purposes of these Terms, Caroo Ltd acts as an Caroo Ltd as defined within the Conduct Regulations.

2.6 The Client acknowledge that by entering into these Terms the Client is engaging Caroo Ltd on a minimum term, non cancellable, commitment of 12 months from the date of signature, and subsequent rolling periods of 12 months UNLESS either party provides no less than 30 days’ prior written notice prior to the end of any current 12 month period (the “Term”) subject to the Client paying the monthly recurring fees, and commission, as set out herein. The Client undertakes to provide Caroo Ltd with details of all Vacancies of the Client during the Term, so that Caroo Ltd may undertake the services described herein.

3. Obligations of Caroo Ltd

3.1 Caroo Ltd shall use reasonable endeavours to introduce at least one suitable person to meet the requirements of Client for each Vacancy. Caroo Ltd cannot guarantee to find a suitable person for each Vacancy. Without prejudice to clause 3.2 below, Caroo Ltd shall use reasonable endeavours to ascertain that the information provided by Caroo Ltd to Client in respect of the Candidate is accurate.

3.2 Caroo Ltd accepts no responsibility in respect of matters outside its knowledge and Client must satisfy itself as to the suitability of the Candidate.

3.3 Caroo Ltd shall carry out the services described herein for the Term of engagement, as described in Clause 2.6.

4. Client Obligations

4.1 Client shall satisfy itself as to the suitability of the Candidate. 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, for criminal records and/or background checks and for satisfying other requirements, qualifications or permission required by the law and regulations of the country in which the Candidate is engaged to work.

4.2 To enable Caroo Ltd to comply with its obligations under clause 3 Client undertakes to provide to Caroo Ltd details of the position which 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 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 Client and what steps Client has taken to prevent or control such risks.

4.3 Client agrees that it shall inform Caroo Ltd of any information it has that suggests it would be detrimental to the interests of either Client or the Candidate for the Candidate to work in the position which Client seeks to fill.

4.4 Client agrees to provide written notice to Caroo Ltd within 3 working days where it receives details of a Candidate from Caroo Ltd which it has already received from…

* (a) another company; or…

* (b) a person; or…

* (c) the Candidate; or…

* (d) any other source including (without limitation) from social media, job boards or advertisements placed by Client. Client further agrees that if no such notice is given by Client to Caroo Ltd then in the event of an Engagement of the Candidate by Client, howsoever arising, Client agrees to pay Caroo Ltd a fee in accordance with clause 5.2.

4.5 Where Client does so notify Caroo Ltd in accordance with clause 4.5 above and whereupon Client provides evidence to Caroo Ltd that such receipt of details by Client is in direct relation to the Vacancy, Client will not be liable to pay Caroo Ltd a fee for that Candidate in respect of the Vacancy. Client acknowledges and agrees that where Client is unable to evidence such or freely admits their possession of the Candidate’s details was not in relation to the Vacancy, Client agrees to pay Caroo Ltd ’s fee in accordance with clause 5.2.

4.6 Client agrees to –

*  1. notify Caroo Ltd as soon as possible (and in any event, no later than 7 days from the date of offer or from the date the Engagement takes effect; whichever is earlier) of any offer of an Engagement which it makes to the Candidate; and
*  2. notify Caroo Ltd immediately when its offer of an Engagement to the Candidate has been accepted and to provide details of the Candidate’s Remuneration to Caroo Ltd ; and
*  3. pay Caroo Ltd ’s fee within the period set out under clause 6.2.
*

4.7 Client shall not, and shall not seek to cause Caroo Ltd to, unlawfully discriminate in relation to the services provided by Caroo Ltd to Client in connection with these Terms and shall disclose any and all information requested by Caroo Ltd in the event a Candidate makes a complaint to Caroo Ltd .

4.8 Client warrants that it shall not, and shall procure that its employees and agents shall not, pass any information concerning a Candidate to any Third Party. Client acknowledges that Introductions of Candidates are confidential and that failure to comply with this clause 4.8 may cause Caroo Ltd to breach the Conduct Regulations and/or the Data Protection Legislation and accordingly, Client agrees to indemnify Caroo Ltd from any and all liability in connection with Client’s breach of this clause 4.8.

5. Charges/Fees

5.1 Where Client discloses to a Third Party any details regarding a Candidate and that Third Party subsequently Engages the Candidate within 12 months from the date of the Introduction, Client agrees to pay Caroo Ltd ’s fee as set out in clause 5.3.

5.2 Client agrees to pay Caroo Ltd a fee calculated in accordance with clause 5.3 where it Engages, whether directly or indirectly, any Candidate within 12 months from the date of Caroo Ltd ’s Introduction. Caroo Ltd reserves the right to discuss directly with a Candidate the status of any Engagement.

5.3 The fee will be calculated as a percentage of the Candidate’s Remuneration applicable during the first 12 months of the Engagement and agreed with the client. Caroo has a minimum fee of £3,000 per successful hire by the client (unless otherwise agreed with the client).

5.4 In addition, the Client shall pay to Caroo Ltd the monthly fee agreed prior to acceptance of these Terms (agreed in advance with the client) each month during the Term (including any renewal). Any discount, or waiver of monthly fees, is provided at the sole discretion of Caroo Ltd.

5.5 Where Client withdraws an offer of an Engagement made to the Candidate, client agrees to pay Caroo Ltd the amount that would have become due in accordance with Clause 5.3 had it not been for the withdrawal, which represents the services provided by Caroo Ltd prior to Client’s withdrawal. Client further agrees to indemnify and hold harmless Caroo Ltd from any all liability in connection with Client’s withdrawal of such an offer, on demand.

5.6 Charges incurred by Caroo Ltd at Client’s written request in respect of advertising or any other matters will be charged to Client in addition to the fee and such charges will be payable whether or not the Candidate is Engaged.

5.7 Client acknowledges that it has no right to set-off, withhold or deduct monies from sums due to Caroo Ltd under or in connection with these Terms.

6. Invoices

6.1 Except in the circumstances set out in clause 5.1, 5.5 and 5.6 no fee is incurred by Client until the Candidate commences the Engagement; whereupon Caroo Ltd will render an invoice to Client for its fees. In respect of the amount set out in Clause 5.4, Caroo Ltd shall invoice the Client for the same in advance of each month during the Term.

6.2 Caroo Ltd shall raise invoices in respect of the charges payable and Client agrees to pay the amount due within 10 working days of the date of the invoice.

6.3 All invoices will be deemed to be accepted in full by Client in accordance with the payment terms stated within clause 6.2 unless Client notifies Caroo Ltd , in writing within 5 days of receiving the invoice, stating the amount Client disputes and the reason Client disputes that amount. In the event Client does so notify Caroo Ltd that it wishes to dispute part of an invoice, Client agrees to pay the undisputed part of the invoice within the agreed payment terms and shall co-operate.

6.4 Client will not release or publish any filing, communication, notice, press release or report concerning any Personal Data Breach without the prior written approval of Caroo Ltd.

6.5 Client agrees it will only Process Personal Data of Candidate for the agreed purpose that is introduction for a Vacancy pursuant to these Terms.

6.6 Client will provide evidence of compliance with clause 6.5 upon request from Caroo Ltd .

6.7 Client will indemnify and keep indemnified Caroo Ltd against any costs, claims or liabilities incurred directly or indirectly by Caroo Ltd .

6.8 These Terms will be construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the Courts of England and Wales