Skill Vault

Terms and Conditions of business for employers

1.0

 

General

1.1

 

 

 

The following terms and conditions ("the Terms") constitute the entire contract between SkillVault Limited or any subsidiary or associated company ("SKILLVAULT") and any person, organisation or company ("the Client") who employs (such word to include "engages" throughout these terms) an applicant introduced by SKILLVAULT, on either a temporary/contract or permanent basis.

1.2 These terms and conditions herein set out are to be incorporated or implied in any agreement between SKILLVAULT and the Client. In the event of conflict between these terms and conditions and any other terms and conditions, the former shall prevail unless expressly otherwise agreed by SKILLVAULT in writing.

  Definitions

  “Additional Work” means the work that the Company may undertake as part of the Services in addition to the work included as part of the Talent Manager Package at an additional cost to the Client;

  “Confidential Information” means any information which is disclosed to the Client and/or discovered by it in connection with the performance of the Company’s obligations under this agreement, including but not limited to the Company’s business methods, finances, ideas, strategies, concepts, methodologies, processes, formulae and the names, addresses and details and/or identities of customers and suppliers (whether disclosed orally or in writing and whether or not any such information is expressly stated to be confidential or marked as such);

  “Fee” means the sum of money which is quoted by the Company and is due from the Client to the Company for the Services and is exclusive of VAT;

  “General Conditions of Business” means the Company’s General Conditions of Business for the supply of Services and/or Products from the Company;

  “Talent Package” means the Human Resources services provided to the Client determined by the amount and type of work that the Client instructs the Company to undertake and complete as specified in Schedule 1 to this Agreement;

  “Services” means the provision of advice and other ancillary services in relation to HR, HR techniques and HR research which is specified according to the HR Package selected by the Client to be provided by the Company to the Client as more specifically set out from time to time in the Purchase Order provided in Schedule 1;

  “Working Day” means usual working days which exclude bank holidays and weekends and last for a period of 7 hours including a lunch break of thirty minutes and excluding travelling time to the Clients’ premises.

2.0

 

Agreement Period

2.1

 

 

Subject to the provisions for immediate termination in accordance with Clause 10 of this Agreement, the Company will provide the Services with effect from the date of this Agreement until either party gives to the other not less than three months notice in writing to terminate this Agreement.

3.0

 

Services

3.1

 

The Company may be required to attend the premises of the Client for the number of Working Days per month as requested by the Client and, in performing such services the Company will:

3.1.1

 

Carry out the Services and give such Human Resources advice and assistance to the Client in accordance with the Talent Manager Package as the Client may from time to time request;

3.1.2

 

 

Promptly bring to the notice of the Client any information received by the Company which is likely to be of use or benefit to the Client in relation to the Human Resources needs of the Client and comply with all reasonable requests regarding any Human Resource policy made by the Client from time to time.

4. 0

 

Fees

 

4.1 

 

 

In consideration of the Services provided by the Company under this Agreement the Client shall pay to the Companya Fee for the Talent Manager Package payable on the terms set out in this Section 4.

4.2

 

 

The Company may increase its prices in relation to the Services which the Company has agreed to supply where the increase is to take account of increases in costs or expenses suffered by the Company.

4.3 

 

 

The Client will be informed in writing by the Company of any increases in the price of the Talent Manager Package not less than 3 months before such increase takes effect.

4.4

 

 

 

The Client may cancel without Liability any Agreement in relation to which the price is to be increased provided that the notice of cancellation is received by the Company before the price increase becomes effective.

4.5

 

 

If the Client does not cancel the Agreement for the provision of the Services within the specified time period then the price increase shall take effect for the Services ordered by the Client.

4.6 

 

The Company’s prices are exclusive of any applicable VAT for which the Client shall additionally be liable.

 

4.7 

 

 

Any payments due to the Company shall be payable by the Client by monthly standing order.  Time for payment shall be of the essence.

4.8 

 

The Client shall pay:

 

4.8.1.1     

 

 

A monthly Fee for the provision of the Services by monthly standing order as provided for in Schedule 1,commencing from the date of this Agreement;

 

4.8.1.2

 

 

A T&L fee per day on site specified which will be billed monthly at the end of each month at a rate as set out in schedule 1;

 

4.8.2   

 

 

Any additional expenses incurred by the Company on behalf of the Client within 28 days of the date of invoice from the Company;

 

4.8.3

 

 

Any travel expenses incurred by the Company in travelling to the Client’s premises where Client has relocated further from the business address of the original agreement at a rate of 65 pence per mile.

 

4.9

 

 

 

 

If the Client fails to make any payment in full on the due date the Company may charge the Client any reasonable additional administration costs and/or interest (both before and after judgment) on the amount unpaid at the rate of 4% above the base rate from time to time of the Company’s bank. Such interest shall be compounded with monthly rests.

 

4.10  

 

 

 

Any monies received by the Company from the Client may be applied by the Company at the Company’s option against any additional administrative costs and/or interest charged prior to application against any principal sums due from the Client against which it may be applied in any order.

 

4.11

 

The Company shall be entitled to invoice each stage of the HR Package separately.

 

4.12 

 

 

 

If any sum of money shall be overpaid by then Client to the Company, then this amount shall be refunded by the Company within a reasonable period of the Company receiving notification from the Client of the overpayment in writing.

 

4.13  

 

 

The Client shall pay all sums due to the Company under this Agreement without any set-off, deduction, counterclaim and/or any other withholding of monies

 

4.14   

 

 

Payment shall not be deemed to be made until the Company has received either cash or cleared funds in respect of the full amount outstanding.

 

4.15

 

 

 

The Company shall be entitled to render an invoice to the Client at any stage during performance of the Services, for any travel expenses incurred by the Company and for charges for any Additional Work carried out by the Company. 

 

4.16

 

 

 

If payment in full is not made to the Company when due then the Company may withhold or suspend future or current performance of the Services and performance under any other agreement with the Client.

 

4.17 

 

 

 

 

If any Services are cancelled or this Agreement terminated or performance is suspended before completion of the Services, the Company shall be entitled to be paid on a quantum merit basis for that part of the Services performed. The Company may invoice the Client accordingly and such monies shall be immediately due for payment.

 

5.0

 

Protection of Business Services

 

5.1 

 

 

 

 

 

 

 

The Client undertakes and agrees as separate and severable covenants, that the Client will not without the written consent of the Company (such consent not to be unreasonably withheld) at any time within 12 months after the termination of this Agreement either on his own behalf or on behalf of any other person firm business or company directly or indirectly induce, solicit, procure, entice or endeavour to entice any person who is and/or was an employee and/or agent of the Company at the date of termination of this Agreement to leave such employment and/or agency or accept into employment or otherwise engage or use the services of such person where that person:-

 

5.1.1

 

Is an employee and/or agent   of the Company on the date this Agreement is terminated; or

 

5.1.2 

 

 

Has been an employee and/or agent of the Company at any time during the 6 months immediately preceding the date this Agreement is terminated.

 

5.2  

 

 

 

 

 

The Company may by notice in writing to the Client at any time (either before or within 6 months after the date of termination of this Agreement) reduce in whole or in part the restrictions contained in Clause 5.1 in such manner and to such extent as the Company shall in its reasonable discretion determine. Such modified restriction will then apply in the form as modified by such notice and will be deemed to be contained in this Agreement as though it was contained at the commencement of this Agreement.

 

5.3

 

 

 

 During the currency of this Agreement the Client must not be engaged interested or concerned whether directly or indirectly with any person firm or business which is in any way competitive with the Company or is likely once operational to be in competition with the Company.

 

6.0

 

Confidentiality

 

6.1

 

 

 

 

 

 

During the continuance of this Agreement and after its termination the Client must observe confidentiality as to the trade secrets, processes, equipment, technical data, information relating to research activities, inventions, secret processes, secret formulae, product lines or development, designs and drawings, technical know-how, know-how, discoveries, networks, technical specifications, systems and processes, equipment installed and/or serviced, and other technical information relating to the creation, production or supply of any past, present or future product or service or intellectual property of the Company.

 

6.2 

 

The restrictions contained in Clause 6.1 do not apply to:

 

6.2.1

 

Disclosure which is required by an order of a Court of competent jurisdiction; or

 

6.2.2

 

 

Do not apply to information which enters the public domain otherwise than as a result of disclosure by the Client

 

6.2.3 

 

 

Will cease to apply to information which comes into the public domain otherwise than as a result of a breach of clause 6.1 by the Client.

 

7.0 

 

Assignment / Sub-Contracting

 

7.1

 

 

This Agreement shall not be assignable or subcontracted by either party without the written consent of the other.

 

7.2  

 

 

The Company may subcontract all or part of the Services to another trusted person, firm or business that possesses skills and experience at least equivalent to those of the Company.

 

8.0

 

Termination

 

8.1

 

 

Without prejudice to the above Clause 2.1 either party will be entitled to terminate this Agreement by immediate written notice to the other in any of the following events:

 

8.1.1

 

 

 

If the other party commits or allows to be  committed any breach (save a minor breach) of the obligations of that party under this Agreement and such breach (if capable of remedy) is not remedied within 30 days of notice to that effect being served upon the party in default; or

 

8.1.2

 

 

 

 

If either party becomes insolvent or has a receiver, manager, administrative receiver or administrator appointed over its assets or undertaking or goes into liquidation (save for the purposes of amalgamation or reconstruction) or makes a composition with its creditors or becomes bankrupt or commits an act of bankruptcy;

 

8.2

 

 

 

The expiration or termination of this Agreement will not affect any of the provisions which are expressed to operate or have effect after termination and will be without prejudice to any right of action already accrued to either party in respect of any breach of this Agreement by the other party.

 

9.0   

 

Provisions of Termination

 

9.1

 

Within 7 days of termination of this Agreement for whatever reason, upon request:

 

9.1.1

 

 

The Company will return to the Client all, documents, correspondence, memoranda, property belonging to the Client; and,

 

9.1.2  

 

 

The Client will return to the Company all, documents, or property belonging to the Company.

 

10.0

 

Force Majeure

 

10.1 

 

 

 

 

 


The Company shall have no Liability to the Client for any delay in performance of this Agreement (other than inrelation to payment) to the extent that such delay is due to any events outside the Company’s reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, subcontractor delays, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events. If the Company is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.

11.0  

 

Waive

 

11.1

 

 

 

No forbearance or indulgence by either party shown to or granted in respect of any breach of any term of this Agreement shall in any way affect or prejudice the rights of such first party or be taken as a waiver of such breach or any subsequent breach.

 

12.0   

 

Notice

 

12.1  

 

 

Any notices required or authorised to be given in this Agreement must be delivered personally in writing or served by first class prepaid letter addressed to the other party:

 

12.1.1

 

In the case of the Company at its registered office; an

 

12.1.2

 

 

In the case of the Client to his usual or last known address or such other address as he shall have notified to them Company from time to time in writing.

 

12.2 

 

 

 

Any notice given will be deemed to have been served two working days after it has been put into the post. Notice will also be taken as 3 full months from when the contract was signed. For example, if the contract was signed on Jan 1st, and notice was given on Jan 4th, 3 months notice will be taken from Feb 1st.

 

13.0

 

Law

 

13.1 

 

 

 

This Agreement will be governed by and construed solely under English law and each of the parties agrees to submit to the exclusive jurisdiction of the English Courts as regards any claim or matter arising under this agreement.

 

   


 

   







       


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