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1. Our contract with you
1.1 These Terms of Business (as updated from time to time) apply to all work we do on your behalf. It is an important document—please read it and keep it in a safe place for future reference.
1.2 Each time you instruct us, we will send you a letter confirming your instructions and setting out the scope of the work we will carry out for you, our charges and individual contact details. This is called the Engagement Letter. These Terms of Business should be read together with the Engagement Letter—together, they form the contract between us.
1.3 If there is any inconsistency between our terms, they shall take precedence in the following order of priority: 1.3.1 Engagement Letter,
1.3.2 Terms as set out in the Appendix, and
1.3.3 These Terms of Business.
1.4 Signing the Engagement Letter and your continuing instructions amounts to your acceptance of these Terms of Business.
1.5 We may amend these Terms from time to time. Every time you sign the Engagement Letter, please check these Terms to ensure you understand the terms that apply at that time.
1.6 Subject to clause 1.5, or unless otherwise agreed, these Terms of Business will apply to all future instructions you give us on this or any other occasion. 1.7 In accordance with the Electronic Communications Act 2000, an electronic signature (e-signature) of this Agreement Contract shall be equivalent to a written signature and shall be deemed acceptable as confirmation from the parties of the Agreement. The Client shall be required to provide the Supplier with their e-signature to confirm that they agree to and have read and understood this Agreement.
2 About us
2.1 The contracting entity in our Agreement will be Fusion Recruitment Ltd – Company number 14552355
2.2 You can find details of the postal address, telephone number and email address on our website at www.fcg.co.uk.
2.3 Where we say ‘we’, ‘us’, ‘Atomic’ or ‘our’ in these Terms of Business, we mean the company you contract with as set out in the Engagement Letter.
Registered address at Marlborough House, 298 Regents Park Rd, London N3 2SZ, t/a Atomic.
3. About you
Where we say ‘you’ or ‘you’re’ in these Terms of Business, we mean the client identified in the Engagement Letter and anyone authorised to give instructions on that client’s behalf.
4 Your responsibilities
4.1 You shall:
4.1.1 Provide all access, information and documents when we ask for them and respond promptly when we ask for instructions or information;
4.1.2 Provide us, our agents, subcontractors, consultants, and employees, in a timely manner and at no charge all necessary information, facilities and support reasonably required for the performance of our obligations under this agreement;
4.1.3 Notify us if your contact details change and inform us of any time limits or objectives that might not be obvious to us;
4.1.4 Tell us immediately if your expectations change or if you are not sure you understand what we have discussed;
4.1.5 Notify us immediately if you receive any email or other communication purporting to be from us stating that we have changed our bank details or payment arrangements;
4.1.6 Let us know about any other changes that may affect the way we deal with you, including any changes that may affect your tax status in any jurisdiction;
4.1.7 comply with laws and regulations applicable to you and obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable us to provide the services; and
4.1.8 comply with your obligations under the Bribery Act 2010.
4.2 You shall not, without our prior written consent, at any time from the date of this agreement to the expiry of 36 months after the termination or expiry of this agreement, solicit or entice away from us or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor in the provision of the services. Any consent given by us under this clause shall be subject to you paying us a sum equivalent to 30% of the then-current annual remuneration of the employee, consultant or subcontractor.
4.3 If the performance of our obligations under this agreement is prevented or delayed by any act or omission on your part, your agents, subcontractors, consultants or employees, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
5. Scope of our services
5.1 The scope of the services we will provide is set out in the Engagement Letter.
5.2 We will provide the services to you with reasonable care and skill. However, the nature of the work may mean that it is not possible to guarantee a particular outcome.
5.3 If you ask us to obtain advice from another firm, that firm will be responsible for the service and advice they provide.
5.4 Unless otherwise agreed in writing, our advice and any documents we prepare: 5.4.1 are for use only in connection with the specific instruction on which we are instructed, can only be relied on by you, and
5.4.2 reflect the laws and regulations in force at the relevant time.
5.5 We will use reasonable endeavours to manage and provide the services to you in accordance with the Engagement Letter in all material respects.
5.6 We will: 5.6.1 provide the services in accordance with the Engagement Letter;
5.6.2 allocate appropriate resources to ensure full and timely performance of the services; and
5.6.3 use its reasonable endeavours to provide the services in a prompt and timely manner.
6. Service standards
6.1 When applicable, we will update you by telephone or in writing (including by email) with progress on the work that we are doing..
6.2 We will update you at appropriate intervals on the likely timescale for each stage of the work and any important changes in those estimates. Whenever there is a material change in circumstances associated with your instruction, we will update you on the consequences where applicable.
6.3 We shall use reasonable endeavours to meet any performance dates, but any such dates shall be estimates only, and time for performance shall not be of the essence of this agreement.
6.4 For each service, its work product, milestone or similar, you shall have five business days following our notification to you that we have completed the Deliverable (“Acceptance Review Period”) to accept or decline it. The Acceptance Review Period shall begin on the date we provide a notification to you that the Deliverable is ready to be reviewed or has been submitted, if applicable.
6.5 Unless otherwise agreed, the acceptance of the Deliverable shall be deemed after the Acceptance Review Period ends, and you may be required to pay on the terms of this agreement then.
6.6 The Acceptance Review Period shall also apply to all subsequently submitted or reviewed Deliverables.
Acceptance Review Period
THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
7. Our liability to you
7.1 Your contract is solely with the relevant Atomic entity, as set out in the Engagement Letter, which has sole legal liability for the work done for you and for any act or omission in the course of that work. No representative, member, director, officer, employee, agent or consultant of it will have any personal legal liability for any loss or claim.
7.2 Unless explicitly agreed otherwise, in writing:
7.2.1 we do not owe, nor do we accept, any duty to any person other than you; and
7.2.2 we do not accept any liability or responsibility for any consequences arising from reliance on our advice by any person other than you.
7.3 We are not responsible for any failure to advise or comment on matters falling outside the scope of our instructions, as set out in these Terms of Business and the Engagement Letter.
7.4 Our maximum liability to you (or any other party we have agreed may rely on our services) in relation to any single or group of connected instructions under or in connection with the engagement (whether in contract, tort (including negligence), restitution, breach of statutory duty or misrepresentation or otherwise), shall be limited to the lower of:
7.4.1 £50,000; or
7.4.2 100% of the total charges for the services paid by you to us in respect of the services in the 12-month period before the liability arises.
7.5 If you are a consumer, and subject to the limits set out in clause 7.4 at all times, if we breach these terms or are negligent, we are liable to you for foreseeable loss or damage that you suffer as a result. By ‘foreseeable’ we mean that, at the time the contract was made, it was either clear that such loss or damage would occur or you and we both knew that it might reasonably occur as a result of something we did (or failed to do). We are not liable to you for any loss or damage that was not foreseeable, any loss or damage not caused by our breach or negligence, or any business loss or damage.
7.6 We will not be liable for: 7.6.1 losses that were not foreseeable to you and us when this contract was formed;
7.6.2 indirect or consequential losses; losses not caused by any breach of contract or tort on the part of the firm; loss of revenue; loss of profit; loss of or corruption to data; loss of use; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); harm to reputation or loss of goodwill;
7.6.3 losses not caused by any breach on the part of the firm, and
7.6.4 business losses, including losses sustained by any individual not acting for purposes of
7.7 Nothing in these Terms of Business shall exclude or restrict our liability in respect of: 7.7.1 death or personal injury caused by our negligence;
7.7.2 fraud or fraudulent misrepresentation;
7.7.3 any losses caused by wilful misconduct or dishonesty;
7.7.4 any other losses which cannot be excluded or limited by applicable law.
7.8 Please ask if you would like us to explain any of the terms above.
Our charges and invoicing
8.1 You are liable to pay the charges as set out in the Engagement Letter, which also states the arrangements for invoicing.
8.2 We may deliver our bills to you electronically. Please let us know if you have any particular requirements for the delivery of our bills.
8.3 Our bills become due for payment within 14 days (“Payment Term”) and in the currency in which they are submitted unless otherwise set out in the Engagement Letter. 8.4 We may, at our discretion, offer an instalment plan or defer receipt of all or any part of the invoice. Such an agreement does not impact your obligation to pay the entire sum set out in your Engagement Letter.
8.5 Please inform us if you would like a third party to be responsible for paying our bills or any part of them. We must approve this in advance, and we will need the party’s name, contact details and any other information or identification documents we request. It is your responsibility to pay our bills even if someone else has agreed to pay some or all of them, and our bills will still be addressed to you. If someone else does pay some of our bills, you are responsible for paying the rest.
8.6 We reserve the right to claim compensation for late payment pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
8.7 We may cease acting for you if an interim bill remains unpaid after 45 days or if our reasonable request for a payment on account of charges is not met.
8.8 Where the charges are calculated on a time and materials basis, our daily charge for each individual person as set out in the Engagement is calculated on the basis of an eight-hour day, worked during usual business hours.
8.9 We may increase our charges on an annual basis by the current rate of CPI (Consumer Price Index); however, if at our discretion we increase our charges by more than the rate of CPI, we will provide at least three months’ written notice.
8.10 You shall reimburse us for any approved, reasonable and demonstrable expenses incurred in the course of providing the services.
8.11 You must notify us in writing within five business days of the invoice date if you dispute an invoice. Any undisputed sums shall be paid within the Payment Term.
8.12 All amounts due under this agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 8.13 All sums payable under this agreement by you to us shall be deemed to be exclusive of VAT.
8.14 Please see your Engagement Letter for the details, but unless stated otherwise, the following process will take place in relation to invoicing:
8.14.1 Time and Material Basis
Invoicing: Invoiced monthly in arrears for time, expenses, and materials for the month concerned. Each invoice shall set out the time spent by each individual engaged in the services and provide a detailed breakdown of any expenses and materials, accompanied
8.14.2 Fixed Price
8.14.3 Recurring
8.15 Where the payment method is via Direct Debit, we will take place automatically on an agreed date, and we will endeavour to include an invoice for each collection. Cancellation of the Direct Debit payments will not result in the termination of this agreement, which may only be terminated pursuant to its terms. We reserve the right to issue an invoice for the immediate payment by you for the remainder of its charges in the event that the cancelled Direct Debit is not reinstated within 5 business days. This clause constitutes advance notice of payments to be collected by Direct Debit and confirmation of the Direct Debit Scheme Guarantee (as set out in the Direct Debit Instruction Form).
9. Intellectual property rights
9.1 For the purpose of this clause, Intellectual property Rights mean patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
9.2 In relation to any output of the services we provide to you (“Deliverables”):
9.2.1 we and our licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding all documents, information, items and materials in any form, whether owned by you or a third party, which you provide to us in connection with the services (“Customer Materials”);
9.2.2 we grant you, or shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of this agreement to copy and modify the Deliverables for the purpose of receiving and using the services and the Deliverables in your business; and
9.2.3 you shall not sub-license, assign or otherwise transfer the rights granted in this clause.
9.3 In relation to the Customer Materials, you and your licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials, and you grant us a fully paid-up, non-exclusive, royalty-free licence to copy and modify the Customer Materials for the term of this agreement for the purpose of providing the services or for any of our marketing materials..
9.4 You warrant that the receipt and use of the Customer Materials in the performance of this agreement by us, our agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party or any rights of third parties to the extent that infringement results from copying; and you shall indemnify us in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim brought against us, our agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights.
10 Confidentiality
10.1 We will keep your information confidential unless: 10.1.1 you consent to the disclosure of that information;
10.1.2 disclosure of the information is required or permitted by law or regulatory requirements that apply to us; or
10.1.3 These Terms of Business state otherwise.
10.2 Examples of organisations we may be required to disclose your information to include: 10.2.1 the National Crime Agency;
10.2.2 domestic and international tax authorities;
10.2.3 regulatory authorities.
10.3 Unless you instruct us otherwise, email will be our default method of communication. We deploy a range of information security measures, but we cannot guarantee the security of information or documents sent by email. If you do not wish us to communicate information by email, please let us know.
10.4 External organisations such as the Information Commissioner’s Office or HMRC may conduct audits or quality checks on our business from time to time. They may wish to audit or quality check your file and related papers for this purpose. We will require that these external organisations maintain confidentiality in relation to any files and papers which are audited or quality-checked.
10.5 Your files may also be reviewed in a due diligence exercise relating to the sale or transfer of all or part of our business, the acquisition of another business by us or the acquisition of a new business.
11 Privacy and data protection
11.1 We use your personal data primarily to provide the services to you but also for related purposes such as administration, invoicing and record keeping and to inform you of our services and events that we think may be of interest to you.
11.2 Our use of your personal data is subject to your instructions, the UK General Data Protection Regulation (UK GDPR), other relevant UK legislation and our professional duty of confidentiality.
11.3 We take your privacy very seriously. Our Privacy policy contains important information on how and why we collect, process and store your personal data. It also explains your rights in relation to your personal data.
11.4 We may record telephone calls and monitor emails for training, regulatory and compliance purposes.
11.5 We use third-party service providers (including ‘cloud’ service providers) to help us deliver efficient, cost-effective services. This may include document/information hosting, sharing, transfer, analysis, processing or storage. We ensure all third-party service providers operate under service agreements that are consistent with our professional obligations, including in relation to confidentiality, privacy and data protection. If you instruct us to use an alternative provider for storing, sharing or exchanging documents/information, we are not responsible for the security of the data or the provider’s security standards.
11.6 We may use your personal data to send you updates (by email, text, telephone or post) about developments that might be of interest to you and/or information about our services, including exclusive offers, promotions or new services or products. You have the right to opt out of receiving promotional communications at any time by using the ‘unsubscribe’ link in emails.
11.7 You agree that we may describe the Engagement in any form of media including but not limited to, marketing materials. You shall ensure that any announcements and documents published or statements made by you or on your behalf that includes our details or the Engagement, will only be published after consultation with us and shall at all times be true, accurate and not misleading.
12 Prevention of money laundering, terrorist financing and proliferation financing
12.1 To comply with anti-money laundering, counter-terrorist financing and counter-proliferation financing requirements, we are likely to ask you for proof of your identity. We may conduct searches or enquiries for this purpose. We may also be required to identify and verify the identity of other persons, such as directors or beneficial owners. If you or they do not provide us with the required information promptly, our work may be delayed.
12.2 You agree that we may make checks using online electronic verification systems or other databases as we may decide from time to time.
12.3 Subject to clause 7 (‘Our liability to you’), we shall not be liable for any loss arising from or connected with our compliance with any statutory obligation or reasonable belief we may have to report your instructions to the relevant authorities under the provisions of the money laundering, terrorist financing and/or proliferation financing legislation.
13 Professional indemnity insurance
13.1 We have professional indemnity insurance giving cover for claims against us. Details of this insurance, including contact details of our insurer and the territorial coverage of the policy, can be provided on request.
13.2 It is a condition of our professional indemnity insurance that we notify our insurer and/or broker of any circumstances which may give rise to a claim against us. In doing so, we may disclose documents and information to our insurer, broker and insurance advisers on a confidential basis. Our insurers and brokers are contractually obliged to keep all information we pass to them strictly confidential.
14 Complaints
14.1 We want to give you the best possible service. However, if at any point you become unhappy or concerned about the service we have provided, you should inform us immediately so we can do our best to resolve the problem.
14.2 In the first instance, it may be helpful to contact the person who is working on your case to discuss your concerns, and we will do our best to resolve any issues. If you would like to make a formal complaint, you can follow our complaints procedure, which will be provided on request.
15 Commencement and duration
15.1 Please see your Engagement Letter for the details, but unless stated otherwise, these provisions will determine the duration of our engagement: 15.1.1 Time and Material Basis
15.1.2 Fixed Price
15.1.3 Recurring
Our engagement shall commence on the date all the parties have signed the Engagement Letter and shall continue for as long as we continue to receive instructions from you.
Either Party may terminate this Agreement for convenience by giving not less than 30 days prior written notice to the other Party.
Our engagement shall commence on the date all the parties have signed the Engagement Letter and shall terminate on the delivery of the last Deliverable set out in the Engagement Letter.
You cannot terminate this engagement prior to delivery once the Engagement Letter has been executed.
Our engagement shall commence on the date all the parties have signed the Engagement Letter and shall continue for a period of 12 months (“Initial Period”) and shall continue on an annual basis after that (“Renewal Period”).
Either Party may terminate this Agreement for convenience by giving not less than 90 days prior written notice to the other Party, such notice to be effective only on the final day of the Initial Period or each Renewal Period. By way of example, if you engaged on a recurring contract on 1st January and served notice on 26th July, the contract would continue until 31st December.
16 Terminating your instructions
16.1 We will only decide to stop acting for you when there is a good reason, such as if you fail to comply with the terms of our agreement, act in a dishonest, fraudulent or offensive manner, go into administration or if you provide us with misleading information. We will give you reasonable notice before we stop acting for you.
16.2 If we decide that we should stop acting for you, we will charge you for the work we have done. This will be calculated on the basis set out in the Engagement Letter.
16.3 We are not responsible for reminding you about important dates and/or any deadlines after our appointment has been terminated. 16.4 We shall not be in breach of this agreement or otherwise liable for any failure or delay in the performance of our obligations if such delay or failure results from events, circumstances or causes beyond our reasonable control. The time for the performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 30 days, either Party may terminate this agreement by giving 14 days written notice to the other party.
17 Storage and retrieval of files
17.1 We may create and hold client files in hard copy (paper), electronically or a combination of both.
17.2 We normally store client files (except any of the papers you ask to be returned to you) for six years after we send you our final bill. Unless you instruct us to the contrary, we will store your file electronically only.
17.3 Our Privacy policy contains more information about how long we keep personal data—see www.fusionconsult.co.uk/privacy-policy/
18 Assignment and other dealings
18.1 This agreement is personal to you. You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
18.2 We may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement.
19 Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
20 Waiver
20.1 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
20.2 A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
21 Severance
21.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
21.2 If any provision or part-provision of this agreement is deemed deleted under clause 21.1, the parties shall negotiate in good faith to agree on a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
22 Entire agreement 22.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
22.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
23 No partnership or agency
23.1 Nothing in this agreement is intended to or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
23.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
24 Third-party rights
Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
25 Notices
25.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing. It shall be delivered by hand or by pre-paid registered and tracked post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
25.2 Any notice or communication shall be deemed to have been received: 25.2.1 if delivered by hand, at the time the notice is left at the proper address;
25.2.2 if sent by post next working day delivery service, at 9.00 am on the second Business Day after posting.
25.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
26 Dispute procedure
26.1 Without prejudice to the express rights of termination set out in this Agreement, both Parties will attempt in good faith to resolve any disputes arising out of or relating to this Agreement (“Dispute”) promptly by negotiations between those representatives of the Parties who have authority to settle the Dispute. Such representatives shall meet within ten days of a request from either of them to negotiate the Dispute.
26.2 If the Dispute is not resolved at the meeting,, the Dispute shall be escalated to those representatives of the Parties of the second level who shall meet within ten working days after the conclusion of the meeting held. If the Dispute is not resolved after escalation to the second level, the Dispute shall be escalated to those representatives of the Parties of the third level, who shall meet within ten working days.
26.3 The Parties shall use every reasonable endeavour to reduce the time taken to resolve the Dispute in good faith.
26.4 The Parties will continue to perform their obligations under this Agreement (so far as the same is reasonably possible in view of the Dispute and subject to the terms of this Agreement) until such time as the Dispute has been resolved by agreement or court proceedings.
27 Governing law
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
28 Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
If you are a consumer, we agree that the courts of England and Wales will have exclusive jurisdiction, except that if you are a resident of Northern Ireland, you may also bring proceedings in Northern Ireland. If you are a resident of Scotland, you may also bring proceedings in Scotland.
Appendix
1. Definitions
“Assignment” means the placement of the Candidate with the Client by Atomic.
“Cancellation” has the meaning given to it in these terms and conditions.
“Candidate” means an individual who is permanently placed with the Client by Fusion Recruitment Ltd t/a Atomic (Atomic) or presented to the Client as a potentially placeable Candidate.
“Introduction” means (i) the Client’s interview of a Candidate in person or by telephone, following the Client’s instruction to Atomic to search for a Candidate, or (ii) the passing to the Client of a curriculum vitae (resume) or other information which identifies the Candidate; and which in either case directly or indirectly leads to an Assignment of that Candidate by the Client, or to a form of employment.
“Introduction Fee” means the fee payable in accordance with provisions below and Regulation 10 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003.
“Preferred Partner” refers to particular experts in their field of professional services with whom Atomic has formal or informal relationships, including but not limited to outsourced bookkeeping, legal services and human resources.
“Search” refers to the recruitment services provided by Atomic to the Client to source Candidates for senior, executive or other highly specialised positions in the Client organisation.
“Shortlist” means a list of selected Candidates presented by Atomic to the Client and qualified by the Client for interviews, from which a final choice is made.
Services to be Provided
2. We will provide the Client with the services that are set out in the Engagement Letter provided that we will not be responsible for: providing specialist or technical advice, including tax, legal, pensions, regulatory, or actuarial advice;
any work performed or advice given by other persons or the adequacy of any due diligence investigation, nor will we be required to conduct or implement any due diligence investigation, or taking up references on prospective Candidates nor seeking independent verification of information given to us by any such prospective Candidate.
3. The client shall be responsible for assessing all of the commercial benefits and implications of the proposed Engagement.
Status of Atomic
4. Neither Atomic nor any part of the Atomic Group will have any duty to disclose to Client or utilise for the Client’s benefit any non-public information acquired in the course of providing services to any other person, engaging in any engagement (on its own account or otherwise) or otherwise carrying on its business.
Payment Terms
5. Except as otherwise stated in the Engagement Letter, payment of fees is due on presentation of Atomic’s invoice.
6. Upon any cancellation, the Client shall promptly pay Atomic any accrued but unpaid fees hereunder and shall reimburse Atomic for any expenses that are reimbursable hereunder, incurred up to and including the date on which Atomic ceases to act for the Client.
Expenses
7. Where applicable, in addition to any fees that may be paid to Atomic, the Client will reimburse Atomic, promptly upon receipt of an invoice, for all out-of-pocket expenses incurred by Atomic in connection with the Engagement (including and without limitation, advertising, travel expenses, hotel expenses, telecommunications costs, postage and printing costs or other expenses as may have been agreed with the Client or, if there is no such agreement, such expenses as are reasonable).
Offers of Employment
8. Any offer of assignment made by the Client to the Candidate or as a consequence of the Candidate’s involvement with another business of the Client during any Assignment, whether or not such offer is made during any Assignment or within twelve (12) months of Introduction of the Assignment, shall be made through Atomic.
9. In case an acceptance of an offer is communicated directly by the Candidate to the Client, the Client shall notify Atomic immediately (and in any event within seven business days) that an offer has been accepted and provide Atomic with full details of the remuneration package including any pension or other benefits.
10. The Client shall be responsible for obtaining any work permits and other permits if required and the arrangement of medical examinations and/or investigations into the medical history of any Candidate.
Quality of Service
11. When making an Introduction of a Candidate to the Client, Atomic shall inform the Client of the identity of the Candidate, that the Candidate has represented to Atomic that he or she has the necessary or required experience qualifications and any authorisation required by law or a professional body to work in the position; and that the Candidate appears to be willing to work in the position.
12. Atomic is not liable for any negligence, dishonesty, misconduct, lack of competence, knowledge, skill, or experience of the Candidate or any other omission of the Candidate.
13. No implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for purpose, will apply to the Assignment.
14. If the Client has any cause for complaint about a Candidate or an invoice, Atomic must be notified as soon as possible, and such complaint must be confirmed by the Client in writing in any event within seven (7) days of the complaint arising.
Liability of Atomic
15. The Client must not approach a Candidate’s current employer until the Client has made a written offer which has been accepted in writing by the Candidate. Any information supplied to the Client by Atomic is supplied in good faith based on the information given by the Candidate, and Atomic does not represent or warrant such information to be true. Atomic accepts no liability whatsoever in respect of the matters referred to in this clause.
16. Atomic shall not be responsible for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) arising from or in any way connected to Atomic seeking a Candidate for the Client or from any Introduction or placement or from any failure to introduce any Candidate or from any negligence, dishonesty, misconduct or lack of skill of the Candidate including without limitation by reason of misrepresentation (whether made prior to or in this
Liability of Client
17. The Client agrees to notify Atomic in writing immediately if an offer is accepted.
18. Atomic and the Client agree that each Candidate shall be an employee of the Client. The Client shall accordingly comply with all statutes, subordinate legislation, other legal requirements, codes of practice and day-to-day responsibilities arising as a result of such a relationship.
19. The Client shall be responsible for the payment of the Candidate’s remuneration and shall deduct and account for all applicable taxes (including without limitation any income taxes and national insurance) required by law in respect of the Candidate