The terms in this document set out the terms and fees for our services, together with the information that we are obligated to collect from you for the benefit of our candidates to provide you with a premium service. Please read the Terms & Conditions carefully before acceptance and seek professional advice if necessary. Once you have received this document consisting of this page and the pages to follow via email any act by you requesting for Exclusive Recruiter Ltd to carry out work on your behalf or using the information which we provide is deemed to be and shall constitute your unconditional acceptance of these Terms and Conditions. Upon such acceptance, and in consideration of the mutual benefits set out herein, these terms apply.

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IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS & CONDITIONS, PLEASE DO NOT REGISTER OR USE THIS WEBSITE.

 

'Exclusive Recruiter Ltd.co.uk'; 'we'; 'us'; and 'our'; means Exclusive Recruiter Ltd Ltd of 15 Stratton Street, Mayfair, London W1J 8LQ.

'Client'; 'You' and 'Your' means any person, company, organisation or firm which purchases services from us to assist your recruitment needs.

'Recruiter'; 'You' and 'Your' means any person, company, organisation or firm which purchases services from us to assist your recruitment needs.

'Agency'; 'You' and 'Your' means any person, company, organisation or firm which purchases services from us to assist your recruitment needs.

 

Prevalent Terms:

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1. The information and services available on the site are provided for the sole purpose of recruiters and employers seeking to recruit staff. You may use, print and download information from the site for these purposes only and for no other personal or commercial purpose. You may not otherwise copy, display, transmit or distribute any material from the site. All copyright, database rights and other intellectual property rights in the site and the material available on the site belongs to Exclusive Recruiter Ltd. Authorisation to use the site does not give you any proprietary rights in such materials.

 

2. Exclusive Recruiter Ltd will permit the Clients, Candidates and Recruiters to access, use and interact with our site subject to these terms and conditions. Any party using this service for any purpose other than those specifically stated in these Terms and Conditions shall immediately be banned from using this site.

 

3. We try to ensure continuous availability of the site and all the services available on it but accept no responsibility for the consequences of interruptions or delays, however caused. All liability of Exclusive Recruiter Ltd, its directors or employees howsoever arising for any loss whatsoever arising from your use of or inability to use the Website and/or the Services is excluded, insofar as it is possible to do so in law. We may, additionally, alter the design and specification of the site at any time.

 

4. Agencies and Recruiters need to be aware that Exclusive Recruiter Ltd hold no liability for the introduction or supply of Candidates to Recruiters or Agencies or Clients (or vice versa). It is recommended that, if you are a Recruiter to ensure the candidates’ suitability for the role advertised or, if you are a client, to ensure a work-seeker's suitability for the role you should undertake the steps set out in The Conduct of Employment Agencies and Employment Business Regulations 2003.

 

5. You agree that you shall not use the Website or the Services to transmit or knowingly or recklessly receive (or knowingly or recklessly authorise or permit any other person to receive or transmit) material which is obscene, threatening, menacing, offensive, defamatory, abusive, untrue, in breach of confidence, in breach of any intellectual property right (including copyright) or which may cause anxiety to others including racist or sexist content or material which otherwise violates any applicable law or regulation or code, or which makes excessive demands for bandwidth or contains any virus or which may otherwise impair or harm Exclusive Recruiter Ltd's computer systems or any third party computer system.

 

6. Save to the extent possible by law Exclusive Recruiter Ltd does not warrant that our Website or services will operate without error or that the site or services are free from infection by viruses or anything else which has contaminating or destructive properties and Exclusive Recruiter Ltd shall have no liability in respect thereof.

 

7. Save to the extent required by law, no representations, warranties or terms of any kind are made in respect of the Website and/or the Services or their contents (including, without limitation, any views or comment made). All information and/or data included in and/or on the Website, the Services and/or in any directory or other listings or information retrieval service made available on or by the Website and/or the Services has been so made available for guidance only. In addition, Exclusive Recruiter Ltd makes no representations or warranties about the accuracy, completeness, or suitability for any purpose of the information and related graphics published in this site. The information contained in this site may contain technical inaccuracies or typographical errors. Your use of such information and/or data is therefore entirely at your own risk. All liability of Exclusive Recruiter Ltd, its directors, employees or other representatives howsoever arising for any loss suffered as a result of your use of the Website and/or the Services is expressly excluded to the fullest extent permitted by law.

 

8. Notwithstanding the foregoing, none of the exclusions and limitations in these terms are intended to limit any rights you may have as a consumer under local law or other statutory rights which may not be excluded nor in any way to exclude or limit Exclusive Recruiter Ltd's liability to you for death or personal injury resulting from our negligence or that of our employees or agents.

 

9. Our website contains links to third party Web sites. These links are provided solely as a convenience to You and not as an endorsement by Exclusive Recruiter Ltd of the contents on such third-party Web sites. Exclusive Recruiter Ltd is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party Web sites. If You decide to access linked third-party Web sites, You do so at Your own risk FURTHERMORE you acknowledge that Exclusive Recruiter Ltd is not responsible for third party content on the Website and that Exclusive Recruiter Ltd cannot ensure that material presented on the Internet is legal. Exclusive Recruiter Ltd will not limit access to material unless notified that it is illegal. In particular, you acknowledge that Exclusive Recruiter Ltd is not responsible for and does not monitor the content of job postings provided by third parties on the Website. However, Exclusive Recruiter Ltd shall have the right to remove any postings, materials or other items on the Website which it believes may be illegal or which it determines to be inappropriate.

 

10. You agree to defend, indemnify, and hold harmless Exclusive Recruiter Ltd, its affiliates, and their respective officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) any User Content or other material You provide to any Exclusive Recruiter Ltd Site, (ii) Your use of any Exclusive Recruiter Ltd Content, or (iii) Your breach of these Terms. Exclusive Recruiter Ltd shall provide notice to You promptly of any such claim, suit, or proceeding.

 

11. These Terms will remain in full force and effect while You are a User of any Exclusive Recruiter Ltd Site. Exclusive Recruiter Ltd reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to removal of Your User Content from the Exclusive Recruiter Ltd Sites and immediate termination of Your registration with, or ability to access the, Exclusive Recruiter Ltd Sites and/or any other services provided to You by Exclusive Recruiter Ltd, upon any breach by You of these Terms or if Exclusive Recruiter Ltd is unable to verify or authenticate any information You submit to a Exclusive Recruiter Ltd Site registration. Even after You are no longer a User of the Exclusive Recruiter Ltd Sites, certain provisions of these Terms will remain in effect. Exclusive Recruiter Ltd may terminate, suspend or deny you access to the Website and/or Services immediately for any reason without incurring any liability whatsoever to you.

 

12.Where you are asked to complete a registration form the personal details that you provide must be true, accurate and complete. You agree to notify us of any changes which are relevant to your registration.

 

13. Your personal data will be collected and processed by Exclusive Recruiter Ltd in accordance with its privacy policy. You hereby agree to these terms in our privacy policy by your agreement to the terms and conditions of this Agreement.

 

14. This Agreement shall be personal to you and you may not assign, transfer, sublet, lease or delegate all or any of your rights and obligations, without Exclusive Recruiter Ltd's prior written consent.

 

14.1 Exclusive Recruiter Ltd reserves the right to assign or transfer all or any of its rights and obligations under this Agreement to any companies in the same group as Exclusive Recruiter Ltd Ltd or any     other third party. In the event of assignment or transfer, notification will either be given to you by e-mail or posted on the Website.

 

 15. Failure or neglect by either party to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any       other right on any later occasion.

 

 16. If any provision of this Agreement or part thereof is determined to be invalid, unlawful or unenforceable, such provision, or part thereof, shall be severed from the remaining terms, conditions and   provisions which shall continue to be valid and enforceable to the fullest extent permitted by law.

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 17. This Agreement constitutes the entire agreement between the parties in respect of its subject matter NOTWITHSTANDING that Exclusive Recruiter Ltd reserves the right to vary this Agreement from   time to time (including the services offered by Exclusive Recruiter Ltd). Such changes shall either be notified to you by e-mail or posted on the Website via the logged in portal. Changes in this manner shall   be deemed to have been accepted if you continue to use the Website and/or the Services after a period of two weeks from the date of transmission of the e-mail or newsletter, or of posting on the Website,   whichever occurs first.

 

 18. Any notices from us to you, or you to us, shall be sent by email or first class post to, in your case, the last address that you provided us, and in our case, our registered office, and shall be deemed to have   been received two business days after the date of dispatch.

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19. Please note that all calls may be recorded for staff training and monitoring purposes. We reserve the right to use these recordings in the court of law.

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20. This Agreement shall be governed by the laws of England and Wales and you hereby submit to the exclusive jurisdiction of the English courts.

 

Prevalent Introduction Terms

 

21. On receipt by us of your submitted information via our on-line form, email, telephone agreement or signed service agreement, you will be deemed to have accepted all of the terms and conditions, and will be granted access (subject to receiving payment) to submit a job advert to our services control team for posting on the exclusievrecruiter.com. You also agree that all of the information you supply to us is correct, truthful and complete. You agree to inform us by email, telephone or post of any changes to any of the information supplied by you to us. We reserve the right to terminate this agreement in the event that any of the information provided by you to us, is no longer current or accurate or in the event you are in breach of these Terms & Conditions.

 

Effort on your part

 

22. You agree to use all reasonable endeavours to provide the requested services to the Client introduced through us should your submitted tender be chosen by the Client.

 

Acceptance of Services

 

23. It shall be at the complete discretion of the Client whether the Client shall or shall not accept any Services tender put forward by you.

 

23.1 It is at your complete discretion if you choose to work with any potential vacancies or Clients being put forward.

 

Commission

 

24. You agree to pay the Introduction fee of 15% to us for each Client order which is accepted by the Client for your services. For the avoidance of doubt the Commission shall only become payable by you to us following the receipt of cleared funds from the Client in relation to the invoice rendered by you to the Client.

 

24.1 You agree to notify us of any invoices rendered to the client for a period of 12 calendar months following the acceptance of these terms.

 

24.2 You agree to authorise us, on reasonable notice given in writing, to verify the amount of Commission and the method of calculation.

 

24.3 The commission is paid for every project given agreed to with you by the introduced Client or their representatives for a period of 12 calendar months from the point of introduction and can be extended further by consent of both parties in writing.

 

24.4 The commission payable by you to us is capped at £100,000.00 within 12 months starting from the date of introduction.

 

24.5 If the Client has been introduced to you prior to our introduction and you are aware of their requirements, you will not be required to pay the introduction fee providing that you have notified us within 24 hours period of the introduction.

 

24.6 You agree to complete payment within 28 days of receiving an Invoice from us.

 

24.7 The commission is paid on the Net fee accumulated by you from the Client.

 

34.8 The Net fee for services does not include incidental expense fees and disbursements charged to the such as cost accumulated by a third party.

 

25. All sums Payable under this agreement are:

 

(a) exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question;

 

(b) shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payer is required by law to deduct withholding tax from sums payable to the payee. If the payer is required by law to deduct withholding tax, then the payer shall co-operate in all respects and take all reasonable steps necessary to:

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(i)lawfully avoid making any such deductions; or

 

(ii) enable the payee to obtain a tax credit in respect of the amount withheld

 

Our independent status

 

26. We are an independent entity. Nothing in this Agreement shall constitute the creation, establishment or relationship of partnership, joint venture, or employer and employee between the Parties.

 

Termination

 

27. Either party may terminate this Agreement with immediate written notice to the other side.

 

27.1 On termination of this Agreement, we shall be paid commission on all orders which will be made by and accepted by the Client up to the 12 months from the introduction date.

 

27.2 We may terminate the Agreement immediately if:

 

(a) You are in breach of any of our obligations hereunder;

(b) you fail to pay any amount due under this agreement on the due date for payment and remains in default not less than 28 days after being notified in writing to make such payment;

(c) you commit a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) you fail to remedy that breach within a period of 28 days after being notified in writing to do so;

(d) you repeatedly breach any of the terms of this agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with having the intention or ability to give effect to the terms of this agreement;

(e) you suspend, or threatens to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986;

(e) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that you (being a company);

(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over you (being a company);

(h) the holder of a qualifying floating charge over the assets of that you  (being a company) has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of you or a receiver is appointed over the assets of you;

(j) a creditor or encumbrance of you attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;

(k) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 7(d) to clause 7(j) (inclusive);

(l) you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business; or you (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

(m) you have entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntarily or compounds with your creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of your undertakings or assets;

(n) the Client has become bankrupt or shall be deemed unable to pay his debts by virtue of Section 123 of the Insolvency Act 1986; or

(o) any circumstances whatsoever beyond the reasonable control of the us (including but not limited to the termination of the service through no fault of ours) arise that necessitate for whatever reason the termination of the provision of Services.

 

27.3 In the event of termination, we shall retain any sums already paid to us by you without prejudice to any other rights the we may have whether at law or otherwise.

 

27.4 On termination of this agreement, you agree to seize all service provisions to clients introduced to you by us and with whom you have been working with for a period of 12 months or less and provide us with evidence of this in writing.

 

Liability

 

YOUR ATTENTION IS DRAWN TO THE PROVISIONS OF THIS CLAUSE 9

 

28. We shall not be liable to the you or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of our obligations if the delay or failure was due to any cause beyond our reasonable control.

 

28.1 We shall have no liability to you for any loss, damage, costs, expenses or other claims for compensation arising from instructions supplied by the us which are incomplete, incorrect, inaccurate, illegible, or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of ours.

 

28.2 Except in respect of death or personal injury caused by our negligence, or as expressly provided in the Agreement, we shall not be liable to you by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Agreement, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our negligence, our employees or Clients or otherwise) which arise out of or in connection with the provision of the Services, and our entire liability under or in connection with the Agreement shall not exceed the amount of the Fees, except as expressly provided in the Agreement.

 

28.3 We shall not be liable to you whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, for any loss arising from or in connection with any act of the Candidate or the Client.

 

Our obligations;

 

29. We will provide to the you any information relevant to the Assignment and Client within a reasonable time period of the request.

 

29.1 We will disclose on request:

 

(a) if a Referred Client has previously failed to make a timely payment for Services provided by us or

 

(b) if the Client fails to make a timely payment during the time of this contract, within a reasonable time frame.

 

Your Obligations;

 

30. Promptly notify us in writing of the following:

 

(a) the date you enter into an Agreement with our Client;

(b) the amount of the payments due for Services under it;

(c) the dates on which payments for such Services are payable; and

(d) the total forecasted Net Income to be earned pursuant to such Agreement,

 

no later than 7 days after you enter into such Agreement.

 

30.1 You shall inform us immediately if you suspend or cease to perform the Services you offered.

 

Limited Status

 

31. You shall not enter into any contracts, make any representation or give any warranty for or on our behalf or pledge our credit.

 

31.1 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

 

Force majeure

 

32. Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify you in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than six months, either Party may terminate this Agreement by written notice to you.

 

Assignment

 

33. You agree not to assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of your rights and obligations under this Agreement without the prior written agreement.  You may, however, assign and transfer all your rights and obligations under this agreement to any person to which you transfer all of your business, provided that the assignee undertakes in writing to you to be bound by the obligations of this Agreement and we have accepted this notice in writing.

 

 

Waiver

 

34. No failure or delay by us in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

 

Severance

 

35. If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void, or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

 

35.1 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

Notices

 

36. Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or air mail, or by facsimile or e-mail (confirmed by first class mail or air mail), to the registered business address of the relevant Party set out at the head of this Agreement, or to the relevant facsimile number set out below, or such other address or facsimile number as that Party may from time to time notify to you in accordance with this clause

 

36.1 Any notice shall be deemed to have been received:

 

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or

 

(b) if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

 

36.2 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution

 

Law and Jurisdiction

 

37. The validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.

 

Third parties

 

38. For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of this Agreement this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

 

38.1 This agreement is made for the benefit of both parties

 

Confidentiality

 

39. Each party undertakes that it shall not at any time during this agreement, and for a period of three years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or Principals of you or of any member of the group of companies to which it belongs, except for purposes of Clause 20.1.

 

39.1 Each party may disclose or use confidential information:

 

(a) to its clients, employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses confidential information comply with this clause; and 

 

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

 

39.2 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.

 

39.3 All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by you from us shall be returned promptly to us on termination of this agreement, and no copies shall be kept.

 

Amendments

 

40. This Agreement may only be amended in writing signed by duly authorised representatives of the Parties. No amendments to this agreement shall be effective unless it is in writing and signed by both parties (or their authorized representatives).

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See Also:

 

Exclusive Recruiter “Privacy Policy”

Exclusive Recruiter “The Agency Terms of Business”

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