Terms and Conditions

  1. Scope of this Agreement

1.1 These Terms and Conditions apply to:

  1. any business or service proposed and/or undertaken on behalf of the Client by TCAST LIMITED, from this point on known as (TL).
  2. the employment, engagement, or referral used by the Client to engage a Candidate introduced by TL.
  3. all work and advice carried out on behalf of or offered to a Candidate by TL.

1.2 You are deemed to have accepted TL’s Terms and Conditions as a Client when you accept our proposal or from the date of any performance of service (whichever happens the earliest) or as a Candidate when you provide your Curriculum Vitae (CV) or personal data and in all cases, these Terms and Conditions and proposals (the contract) are entire agreement between all parties.

1.3 In the absence of written confirmation, the use by the Client of any CV or details provided by TL or the employment or engagement in any capacity, of any Candidate introduced by TL will constitute acceptance by the Client of these Terms and Conditions.

1.4 These Terms and Conditions together with any documents referred to within them shall constitute the entire agreement between the Parties in relation to Consultancy Service, Business Advice, Placement and/or the Employment, Engagement or other use by the Client of a Candidate introduced or provided by TL to the exclusion of all other agreements, including any other terms and conditions of business or purchase conditions that the Client may attempt to impose in respect of the provision of the Business.

  1. Client Consultation, and/or Candidate Referral and Placement

2.1 TL shall use reasonable skill and care in all consultation work carried out on behalf of the client or the sourcing and Introduction of Candidates to the Client.

2.2 The Client shall provide TL with comprehensive detail of the type of consultation service required or if related to fulfilling and open vacancy, detail to the job role, responsibility and talent requirement, including the anticipated total benefit package, job description and any other information deemed necessary.

2.3 TL does not accept any responsibility for the authenticity or provides warranty for the accuracy of the detail within the Candidate’s information or CV. TL will not be liable to the Client for any loss or damage, nor shall TL bear any responsibility for any Client legal costs and expenses associated with such matters. The Client acknowledges that it is their sole responsibility and obligation undertake its own investigations to verify any information provided in respect of that Candidate and ensure that the same is accurate and correct.

2.4 Where the Client has instructed TL to approach a particular Candidate on the Client’s behalf, the Client shall indemnify and keep TL indemnified against all liabilities, costs, expenses, damages and direct losses and all interest, penalties and reasonable legal and professional costs and expenses suffered or incurred by TL because of claims made against TL in connection with such instruction.

2.5 TL will not be liable for any losses, including direct, indirect or consequential losses, loss of profit, loss of actual or anticipated savings, loss of anticipated revenue, loss of reputation or regulatory fines, liabilities, costs and expenses (including legal costs and expenses) incurred by the Client arising from the Candidate’s acts or omissions with the Client.

2.6 The Client acknowledges that the final decision to employ or engage the Candidate rests with it.

2.7 The Client will make TL aware of any protocol, security, health, and safety requirements which TL representative or the Candidate must observe whilst at the Client’s premises.

2.8 Unless otherwise notified in writing, the Client hereby provides TL with its consent to use and reproduce the Client’s name, logo, and trademarks within advertising for general promotional literature in all formats. TL will not change or amend the Client’s name, logo, or trademark without the Client’s prior written consent.

2.9 TL shall not be responsible for arranging work permits, insurance, or other incidental requirements of employment for the Candidate.

2.10 TL will consult with the Client on agreed projects and TL warrants that it will use reasonable care and skill in our performance of services on behalf of the Client which will comply with TL’s proposal. TL reserves the right to adjust any recommendation to comply with law, environment or safety requirements. The Client shall indemnify and keep TL indemnified against all liabilities, costs, expenses, damages and direct losses and all interest, penalties and reasonable legal and professional costs and expenses suffered or incurred by TL because of claims made against TL in connection with such instruction.

2.11 The Client acknowledges that TL provides information and advice based on industry norms and confirms that should it act on such data, the Client shall indemnify TL against all liabilities, costs, expenses, damages and direct losses and all interest, penalties and reasonable legal and professional costs and expenses suffered or incurred by the Client.

2.12 TL will use reasonable endeavour to complete the performance of services within the agreed time or as set out in the proposal. However, time shall not be the essence in terms of TL performance or obligations.

2.13 TL reserve the right to use Third-Party specialist in any consultation project. Each Third-Party will sign a Non-Disclosure Agreement (NDA) with TL relating to the Clients specific project.

2.13 All of these Terms and Conditions apply unless any specific arrangements are pre agreed in writing by both parties.

  1. Candidate Services

3.1 TL will support the Candidates in the process of obtain new work opportunities and TL will use personal information provided and distil this data into a ‘standard’ TL Curriculum Vitae format which will be issued to the Client.

3.2 TL is not responsible for the origin, authenticity or precise nature of the Candidate data.

  1. Interpretation

4.1 Candidates agree by sharing their Curriculum Vitae with TL to allow TL to share their personal information with third parties. TL will ensure its own compliance with GDPR regulations.

4.2 Clients agree that any Services or Referrals undertaken by TL is done so without liability or obligation by TL.

4.3 All Terms and Conditions apply to all aspects of consultation or referral provided by TL.

  1. Fees for Consultation Services

5.1 The fees for any consultation service provided by TL are set out in the specific TL’s proposal.

5.2 Any additional costs incurred by TL relating specifically to TL’s proposal will be charged at cost to Client.

  1. Fees for Candidate Placement

6.1 The Client agrees that the Placement Fee for an individual already registered with TL and proposed to the Client, shall be calculated as a percentage of the annual full time Salary Package of the Candidate which includes: Salary, Bonus, Car, Medical Cover, Employer Annual Pension Contribution and any other agreed benefit . The percentage applicable is defined in the Schedule and Assignment Fees of TL.

6.2 Should the Client require TL to recruit for a specific job role an agreed Retained Recruitment Search (RRS) contract shall be applicable and this is defined in the Schedule and Assignment Fee document.

6.3 Placement Fees for Retained Recruitment Searches are non-refundable. If the Client withdraws the Placement before the Candidate commences, all fees are applicable and will become payable immediately.

6.4 Placement and RRS Fees are exclusive of any Value Added Tax as TL is not VAT registered.

  1. Additional Costs

7.1 Any Additional Costs incurred by TL will be charged at cost to the Client and these costs will be payable by the Client, even if the Placement is not secured.

  1. Payment Terms

8.1 TL will issue an electronic invoice and the Client shall be responsible for paying all TL invoices (including those for Additional Costs) in full, within fourteen (14) days of the date of invoice.

8.2 All Placement Fees shall be invoiced following the Candidate accepting an offer from the Client. TL shall be entitled to invoice Additional Costs immediately after they have been incurred by TL.

8.3 The Client is deemed to have accepted an TL invoice if no dispute is raised in respect of the same, within seven (7) days of the date of such invoice.

8.4 Any third-party costs and/or expenses (including legal fees and other professional fees) incurred by TL in recovering amounts overdue pursuant to these Terms and Conditions shall be payable by the Client.

  1. Replacement Candidates

9.1 No replacement is applicable if the recommended candidate has been employed by the Client for more than three (3) months from the start date,

9.2 No rebate of Placement Fees shall be made. Should the employment or engagement of a Candidate be terminated within three (3) months from the candidates start date of employment. TL shall use reasonable endeavours to seek a replacement Candidate on the condition that:

  1. the Candidate leaves of their own volition and not due to any redundancy measures, change in job description or change in work conditions.
  2. TL’s invoices have been settled in accordance with these Terms and Conditions.
  3. the Client has complied with its obligations to the Candidate including under any relevant law.
  4. the request is given exclusively to TL to replace the Candidate.
  5. the replacement role is the same as the initial placement.
  6. TL is informed in writing that the Candidate is no longer to be engaged by the Client within fourteen (14) days of such decision being made.

9.3 If the annual Salary Package of the replacement Candidate exceeds that which was agreed with the original Candidate, the invoiced amount will be adjusted accordingly.

9.4 The offer of searching for a replacement Candidate will be valid for a period of two (2) months from the date of termination of the initial Candidate, after which TL is not obliged to offer such a replacement.

9.5 Clause 9 shall constitute the exclusive remedy for the Client with regards to a Candidate’s engagement terminating in the circumstances set out in clause 9.2.

  1. Intellectual Property

10.1 TL reserves all copyright and intellectual property rights which may subsist in any goods or services provided in conjunction with the provision of service to the Client. TL reserves the right to take any appropriate action to restrain or prevent the infringement of any intellectual property rights.

  1. Liability and Indemnity

11.1 TL liability under these Terms and Conditions, and breach of statutory duty, and in tort or misrepresentation or otherwise, is defined in this section.

11.2 The total amount of TL’s liability is limited to the total amount of Fees paid by the client, under the agreed contract.

11.3 TL is not liable for any other obligation under these Terms and Conditions, including:

  1. Any indirect or consequential loss, damage, cost or expenses.
  2. Any loss of profit, anticipated profit, loss of business, loss of data, loss of reputation or goodwill; business interruption or other third-party claims.
  3. Any failure for TL to perform their obligations if such delays or failure which is beyond TL control.
  4. Any loss caused by direct or indirect failure or your breach in relationship to the clients obligations.
  5. Any loss due to the wrong selection of service required from TL and the impact on the Clients business.

11.4 The Client must indemnify TL against all damages, costs, claims and expenses suffered by TL employees being present on the Clients sites or at places relating the project of work.

  1. Confidentiality and Data Protection

12.1 Each Party will hold information of the other that can be reasonably regarded as being confidential or is notified as being so by the disclosing Party, in confidence and will not disclose such information without the consent of the other Party unless required by law or a court of competent jurisdiction, or it has already been made available to the public other than through a breach of this clause. Any CVs or details of the Candidate provided to the Client by TL shall remain the confidential information of TL.

12.2 Both Parties shall comply with its data protection obligations as more particularly set out in the Data Protection Legislation that apply to each of them, respectively. The parties agree that they will be classified under the Data Protection Legislation as ‘Data Controllers in Common’ and have agreed to both comply with the Data Sharing Protocol relating to the data sharing referred to in these Terms and Conditions. The Client shall indemnify TL against all liabilities, costs, expenses, damages and direct losses and all interest, penalties and reasonable legal and professional costs and expenses suffered or incurred by TL arising out of or in connection with any third-party claims (including those of Candidates) caused by the misuse of a Candidate’s personal data by the Client or its Subsidiaries, or the employees, directors, agents or contractors of each.

  1. Law and Jurisdiction

13.1 Any dispute arising out of or in connection with these Terms and Conditions, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the Courts of England and Wales.

13.2 These Terms and Conditions shall be governed by and construed in accordance with the laws of England.

  1. General

14.1 Neither Party shall be liable to the other under or in connection with these Terms and Conditions or any contract made upon them for any indirect or consequential loss, loss of profits, loss of business, loss of revenue loss of anticipated savings, loss of reputation or regulatory fines. Nothing in these Terms and Conditions limits any warranty, exclusion or limitation of liability or right imposed by statute or regulation to the extent that it cannot lawfully be excluded or limited.

14.2 Subject to the extent that a liability cannot be lawfully excluded or limited, the maximum liability of each Party to the other in respect of any Placement shall be limited to one hundred and ten(110%) of the Placement Fees which are payable.

14.3 If any clause is held by a court of competent jurisdiction to be illegal or unenforceable, that part will be severed from all other terms without affecting the validity or enforceability of all other provisions of these Terms and Conditions.

14.4 If a Party is prevented in the performance of its obligations under this Terms and Conditions by circumstances that are beyond the control of that Party (acting reasonably) then that Party will not be liable for what would otherwise have been a breach of its obligations under these Terms and Conditions.

14.5 No failure or delay by either Party in exercising any right or remedy available to it will constitute a waiver of that or any other right or remedy. No waiver or amendment of any clause will be effective unless confirmed in writing to the other Party and in the case of TL, by a director of TL.

14.6 Those clauses which, by their nature, are intended to continue to have effect following termination or expiry of these Terms and Conditions shall survive and continue to bind the Parties.

14.7 A person who is not a Party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to benefit from or enforce any term of these Terms and Conditions.

14.8 Any variation to these Terms and Conditions, including the attempted introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by an authorised signatory of TL.

Definitions and Interpretation

In these Terms and Conditions, the following words shall have the following meanings unless the context dictates otherwise.

“Additional Costs” shall for example mean any advertising campaign, additional preemployment screening requirements or the like for a specific Placement or any other agreed supplementary charges.

“Business” means work performed by TL in relation to permanent or Fixed Term Placements including, TL providing CVs (solicited or unsolicited),TL receiving instructions from the Client for a Placement, long/short listing of Candidates, introducing a Candidate, TL’s arrangement of or conducting interviews with Candidates or any other act either directly or indirectly relating to the sourcing or supply of a Candidate.

“Candidate” means an individual Introduced by TL to the Client.

“Client” means you or your ultimate holding company and all its subsidiaries.

“Consultation Service” means an agree service requested by a Client to benefit their business by using the knowledge and experience of TL.

“CV” means curriculum vitae.

“Data Protection Legislation” means the European Union’s General Data Protection Regulation (2016/679) (GDPR), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and all applicable laws and regulations relating to the processing of personal data and privacy as amended, re-enacted, replaced or superseded from time to time, including any guidance and codes of practice issued by the applicable supervisory authority.

“Fee Schedule” means the agreed payment for services provided by TL for the benefit of the Client.

“Final Communication” means the latest date on which Parties communicated in respect of a Candidate.

“Introduced” means the communicating (through whatever medium) of a Candidate’s CV, a long or short list of Candidates and/or details of a Candidate by TL to the Client or any other verbal or written communication between TL and the Client that enables the Candidate to be identified.

“Parties” means collectively TL and the Client and each individually shall be referred to as a “Party”.

“Placement” means a position or role to which a Candidate may be or is appointed on a permanent or Fixed Term basis (including a Fixed Term Placement) with the Client.

“Placement Fees” means the fees due to TL in relation to a specific Placement calculated in accordance with these Terms and Conditions.

“Project” means and agreed proposal between TL and Client

“Salary Package” means the annual anticipated gross remuneration package for a Placement, which includes gross annual salary, applicable benefits for which there is a cash equivalent paid to the Candidate, profit share, commission, bonus, living allowances, travel allowances, overseas allowances and joining inducements. For the purposes of calculating Placement Fees, the provision of a car to the Candidate is valued at £7,500 per annum.

“Subsidiary” shall have the meaning more particularly given in section 1159 of the Companies Act 2006 and the term “Subsidiaries” shall be construed accordingly.

“Tcast.Connect” remains a brand/logo of Tcast Limited

“TL” means Tcast Limited, a company incorporated in England and Wales whose registered office is at 19 Acacia Drive, Melbourne, Derbyshire, DE73 8LT.