Terms and Conditions of Business

1.1Agent means MindPsy Talent Ltd, trading as MindPsy Talent, of 167–169 Great Portland Street, 5th Floor, London W1W 5PF. The Agent acts as an employment agency when introducing Applicants for direct Engagement by a Client.

1.2Applicant means any person Introduced by the Agent to the Client for a possible Engagement.

1.3Client means any person, company or organisation to which an Applicant is Introduced or which instructs the Agent to provide the Services. It includes any associated, subsidiary or holding company of the Client where the context permits.

1.4Engagement means the employment or direct engagement of an Applicant by the Client or by a third party to which the Client has disclosed the Applicant’s details, whether on a permanent, fixed-term, part-time, consultancy, office-holder or other direct contractual basis.

1.5Introduction means the disclosure by the Agent to the Client, in writing or orally, of an Applicant’s identity or of information from which the Applicant may reasonably be identified, including the provision of a CV, profile or other information, or the arrangement of an interview or meeting.

1.6Remuneration means the gross annualised remuneration payable to or receivable by the Applicant for the first 12 months of the Engagement, including basic salary or fees, guaranteed or anticipated bonuses and commission, allowances, sign-on payments and the value of any taxable benefits. A company car or equivalent car benefit will be valued at £5,000.

1.7Services means permanent recruitment, search and selection, candidate introduction and related recruitment consultancy services provided by the Agent.

1.8Terms means these Terms and Conditions of Business, as amended by any variation agreed in writing between the parties.

2.1These Terms apply to all Services provided by the Agent and supersede any terms proposed by the Client unless the Agent expressly agrees otherwise in writing.

2.2The Client will be deemed to have accepted these Terms when it does any of the following: signs or confirms acceptance of them; instructs the Agent to provide Services or work on a vacancy; receives information about an Applicant and requests further information; interviews or otherwise meets an Applicant Introduced by the Agent; or Engages an Applicant.

2.3No variation to these Terms will be effective unless agreed in writing by an authorised representative of the Agent and the Client.

2.4If there is any conflict between these Terms and a written agreement relating to a particular vacancy, the written agreement will prevail only in relation to the expressly varied provision.

3.1The Agent provides permanent recruitment Services only. It does not employ or supply temporary agency workers under these Terms.

3.2The Client will provide the Agent with the information reasonably required to carry out the Services, including the role, duties, location, working arrangements, anticipated start date, Remuneration, required experience, training, qualifications or authorisations, and any health and safety risks or legal requirements relevant to the role.

3.3The requirements of each vacancy and any variation to the Agent’s standard fee or Services may be agreed in writing, including by email. A separate registration or booking form is not required.

3.4The Agent may advertise a vacancy and source, assess and Introduce Applicants using methods it considers appropriate, subject to applicable law and any written agreement with the Client.

3.5The Agent does not guarantee that it will Introduce an Applicant, that any Applicant will accept an offer, or that an Engagement will continue for any particular period.

4.1A placement fee becomes payable when an Applicant Introduced by the Agent accepts an offer of Engagement from the Client, whether or not the offer is conditional and whether or not the Engagement subsequently commences.

4.2The placement fee is calculated as a percentage of the Applicant’s Remuneration in accordance with the following standard contingency fee structure:

4.3For a part-time Engagement, the fee will be calculated using the full-time equivalent annual Remuneration.

4.4For a fixed-term Engagement of less than 12 months, the fee will be calculated on the Remuneration payable during the fixed term, subject to any minimum fee agreed in writing. If the Engagement is extended or made permanent within six months of its original end date, an additional fee will be payable so that the total fee reflects the Applicant’s first 12 months of Remuneration.

4.5Where the exact Remuneration is not known, the Agent may calculate the fee using the level of Remuneration which, in its reasonable opinion, is the market rate for the Engagement or using the information supplied by the Client.

4.6Search and selection, retained or exclusive assignments will be charged on the basis agreed in writing before the assignment begins.

4.7All fees and other sums are exclusive of VAT, which will be charged at the prevailing rate.

5.1If an Applicant is Engaged by the Client, an associated company of the Client, or a third party to which the Client disclosed the Applicant’s details within six months after the most recent Introduction, interview or other substantive communication concerning that Applicant, the applicable placement fee will be payable.

5.2If the Client was already actively considering an Applicant for the same or a substantially similar role before the Agent’s Introduction, the Client must notify the Agent in writing within five business days of the Introduction and provide reasonable supporting evidence. Otherwise, the Introduction will be treated as having been made by the Agent for the purposes of these Terms.

5.3The Client must not disclose an Applicant’s details to any third party without the Agent’s prior written consent. If such disclosure results in an Engagement, the Client will remain responsible for the placement fee.

6.1The Agent may issue its invoice when the Applicant accepts the Client’s offer. Payment is due within 14 days of the invoice date unless otherwise agreed in writing.

6.2The Client must notify the Agent promptly of an offer, acceptance, agreed Remuneration, commencement date and any subsequent material change to the Engagement or Remuneration.

6.3The Client will pay all invoices in full without deduction, withholding, set-off or counterclaim except where required by law.

6.4If payment is overdue, the Agent may charge interest at 2% per calendar month, calculated daily, together with reasonable recovery costs, without prejudice to any statutory rights available to the Agent.

6.5The Agent may suspend Services while any undisputed invoice remains overdue.

7.1The Client is responsible for determining an Applicant’s suitability and for making the final recruitment decision.

7.2The Client is responsible for taking up references and verifying identity, right to work, qualifications, professional registration, health, experience and any other requirements relevant to the Engagement, except to the extent that the Agent expressly agrees in writing to undertake a particular check.

7.3The Client is responsible for providing a safe working environment and complying with all employment, immigration, equality, tax, data protection, health and safety, safeguarding and other legal obligations relating to the Engagement.

7.4The Client will provide the Agent with a copy of the signed employment or engagement agreement, or sufficient written evidence of its material terms, if reasonably requested for fee calculation or administration.

8.1The Agent will provide the Services with reasonable care and skill and in accordance with applicable recruitment legislation.

8.2The Agent will take reasonably practicable steps to obtain and communicate information relevant to an Applicant and the vacancy. Information about an Applicant is based substantially on information supplied by the Applicant or third parties, and the Agent does not warrant that it is complete or error-free.

8.3Unless expressly agreed in writing, the Agent does not undertake criminal record, credit, medical, reference, right-to-work, qualification or professional-registration checks on behalf of the Client.

9.1If an Applicant’s Engagement ends within 12 weeks after commencement, the Agent will use reasonable endeavours to find one replacement Applicant without an additional placement fee, provided that all of the following conditions are met:

1. the Client paid the original placement fee and all other sums due in full within the agreed payment period;
2. the Client notifies the Agent in writing within seven days after the Engagement ends, stating the reason;
3. the original vacancy, Remuneration, location, working arrangements and material requirements have not changed;
4. the Client gives the Agent a reasonable and exclusive opportunity of four weeks to find a replacement;
5. the Engagement did not end because of redundancy, restructuring, a material change to the role, unlawful or discriminatory conduct, unreasonable working conditions, or any act or omission of the Client; and
6. the Applicant was not previously employed or engaged by the Client.

9.2If the Agent does not Introduce a suitable replacement within the four-week replacement period, the Client may request the following refund of the original placement fee, calculated according to when the Engagement ended:

9.3No replacement or refund is available unless every condition in clause 9.1 is satisfied. Advertising expenses, third-party costs and retained search instalments are non-refundable unless otherwise agreed in writing.

9.4Any replacement Applicant will be covered only for the unexpired balance of the original 12-week guarantee period. The guarantee does not restart.

10.1Each party will keep confidential all non-public commercial, personal and other confidential information received from the other and will use it only for the purposes of the Services and the proposed Engagement.

10.2The Client will process Applicant personal data lawfully, securely and only for recruitment and Engagement purposes, and will not retain it for longer than necessary.

10.3Each party will comply with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018, in relation to personal data processed under these Terms.

11.1Either party may terminate the provision of ongoing Services at any time by giving written notice to the other.

11.2Termination does not affect any accrued rights or obligations. In particular, clauses relating to fees, Introductions, confidentiality, data protection, liability and payment will continue to apply after termination.

12.1Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be limited or excluded.

12.2Subject to clause 12.1, the Agent will not be liable for any indirect or consequential loss, loss of profit, loss of revenue, loss of business, loss of opportunity, loss of anticipated savings or loss arising from the acts, omissions, conduct or performance of an Applicant.

12.3Subject to clause 12.1, the Agent’s total aggregate liability arising out of or in connection with the Services will not exceed the lower of the total fees paid by the Client to the Agent in the 12 months preceding the event giving rise to the claim and the amount recoverable under the Agent’s professional indemnity insurance for that claim.

13.1The Client will indemnify the Agent against reasonable losses, liabilities, costs and expenses arising directly from the Client’s material breach of these Terms, unlawful disclosure or misuse of Applicant data, or breach of its legal obligations in connection with an Engagement.

14.1Neither party will be liable for delay or failure to perform an obligation caused by circumstances beyond its reasonable control. This does not excuse the Client’s obligation to pay sums already due.

15.1The Client may not assign or transfer its rights or obligations under these Terms without the Agent’s prior written consent.

16.1A person who is not a party to the agreement created by these Terms has no right to enforce any provision under the Contracts (Rights of Third Parties) Act 1999.

17.1If any provision is found to be invalid or unenforceable, it will be treated as modified to the minimum extent necessary to make it valid and enforceable. If that is not possible, it will be deleted. The remaining provisions will continue in force.

17.2A delay or failure to exercise a right or remedy will not constitute a waiver of that or any other right or remedy.

18.1A notice under these Terms must be in writing and delivered by hand, sent by prepaid first-class post to the recipient’s registered office or principal business address, or sent by email to the address ordinarily used for communications between the parties.

18.2A notice will be deemed received: if delivered by hand, when left at the correct address; if sent by post, at 9.00 am on the second business day after posting; and if sent by email, at the time of transmission unless a delivery failure notification is received, provided that a notice received outside normal business hours will be deemed received at 9.00 am on the next business day.

19.1These Terms, together with any written variation relating to a particular vacancy or assignment, constitute the entire agreement between the parties concerning the Services and supersede previous discussions, correspondence and representations relating to them.

19.2Each party acknowledges that it has not relied on any statement or representation not set out in the agreement, but nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

20.1These Terms and any dispute or claim arising out of or in connection with them are governed by the law of England and Wales.

20.2The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.