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VeUP Talent Terms of Business

ADDENDUM TO THE VEUP GROWTH MASTER SERVICES AGREEMENT

Note: Agreeing to interview candidates put forward by VeUP will result in these Terms of Business being deemed to have been accepted, whether confirmed in writing or not. It is therefore important that any issues relating to these Terms of Business are raised and addressed prior to the arranging of any interviews with candidates put forward by VeUP.

1. INTRODUCTION

1.1: These Terms of Business set out the general terms and conditions on which VeUP will provide VeUP Talent Services ("Talent Services"). They constitute an agreement between VeUP Limited (and any of its Affiliates) and You.

1.2: These Terms of Business are governed by the Master Services Agreement (the "Agreement") which allows you to request services from VeUP. They specifically set out the terms under which VeUP will provide certain Talent Services to you.

1.3: The terms relating to the specific Talent Services we provide to you are set out in a signed order form between you and VeUP, and any subsequent extension and/or variation we have agreed to (each an "Order Form"). Unless separately defined within this Terms of Business, capitalised terms here will have the same meaning as defined in the Order Form.

1.4: These Terms of Business apply to the Order Form and set out the general terms and conditions within it. The Order Form will form part of these Terms of Business and will not form a separate contract between us.

2. TYPES OF VEUP TALENT SERVICES

Depending on your needs, VeUP Talent Services can provide recruitment in different forms. The type of VeUP Talent Services provided by VeUP to you are set out in Order Forms which operate under these Terms of Business. In summary, these services include, but are not limited to, the following:

2.1: Permanent Recruitment means VeUP making introductions between candidates and you as described in Section 3 of these Terms of Business to fill permanent vacancies within your business.

2.2: Senior or Executive Candidate Permanent Recruitment means VeUP making introductions between candidates and you as described in Section 3 of these Terms of Business where the appointment in question is for a role with a minimum base salary of
£70,000 (or equivalent local currency) or above.

2.3: Recruitment as a Service (“RaaS”) means VeUP providing ongoing VeUP Talent services to you for a number of roles on a monthly basis.

2.4: Non-Permanent Recruitment (Fractional/Interim/Contractor/Consultant) means VeUP providing a service where it sources, screens and presents to you candidates for non-permanent roles (“contractors”).

3. TERM

3.1: Except in the case of RaaS, VeUP Talent Services will be provided under individual Order Forms, where the duration of the service is limited to the appointment(s) stated within the Order Form.

3.2: In the case of RaaS, an initial commitment of three months is required. Following this period, and following receipt of the payment in full for the three-month period, you and VeUP can agree to work on a month-by-month basis. Once operating on a month-by- month basis, 30 days’ notice can be served by either party in writing.

3.3: In the case of RaaS, you are not “tied” to VeUP for the term stated in the Order Form and you have right to engage other recruiters and suppliers should you choose to. VeUP is not responsible for the capability, performance or fees set out by other suppliers.

4. INTRODUCTION OF A CANDIDATE

4.1: VeUP agrees to:

  • On receipt of sufficient information about your recruitment needs, introduce candidates to you for appointment. An introduction of a candidate shall be deemed to have taken place when VeUP provides any information relating to the candidate to you.
  • Introduce candidates only when the candidate has indicated their interest in being considered for the position with you, received sufficient details relating to you and the vacancy in question, and given their express permission for their details to be submitted.

 

4.2: In the case of Non-Permanent Recruitment only, VeUP agrees to:

  • Manage payroll for the contractor and agree with them how and when they will be paid.
  • Verify the contractor’s right to work and live in the stated geography of interest.
  • Source two professional references pertaining to the contractor and share these with you. VeUP is not responsible for proof of criminal convictions or any other matters relating to the professional integrity of the contractor.
  • Check and hold the relevant information confirming that the appointed contractor holds the relevant indemnity and insurance as the contract requires.

 

4.3: In the case of RaaS engagements, VeUP agrees to:

  • Provide any information, data and statistics held in relation to the delivery of the service on request from you, provided that the RaaS fees are still being paid by you.

     

4.4: You agree to:

  • Provide VeUP sufficient information about the position for which they are recruiting, on request by VeUP and/or as part of an initial Discovery Meeting.
  • Pay the associated fees to VeUP as set out below and in the relevant Order Form(s) within 30 days of receipt of an invoice from VeUP as described below.
  • Except in the case of Non-Permanent Recruitment, take responsibility for undertaking the necessary reference checks relating to the candidate’s qualifications, skills, and character. This includes ensuring that the legal and medical requirements relating to the candidate have been met (including obtaining a work permit where necessary) and taking all other steps as may be required for you to satisfy yourself as to the suitability of a candidate.
  • Notify VeUP immediately if a candidate introduced by VeUP is appointed, including providing VeUP with a copy of any job offer made by you to the candidate.
  • In the case of Non-Permanent Recruitment, conduct any necessary legal or health and safety checks on the contractor as you see fit (additional to those carried out by VeUP) at your own expense.
  • Provide confirmation on request from VeUP that you have the necessary financial resources to pay for the contractor.

4.5: An introduction is strictly confidential. If a candidate introduced by VeUP is not offered employment by you shortly after completing the interview process, or the candidate rejects an offer of employment, any later appointment of that candidate that takes place within 6 months of the introduction is still deemed to have been based on the introduction from VeUP and the fee remains due to VeUP. This is irrespective of whether:

  • The candidate re-applied to you (through whatever medium).
  • The candidate was contacted directly by you at a later date.
  • You introduce a candidate to another person, firm, or corporation (third-party).
  • The candidate was introduced to you again by another person, firm, or corporation (third-party). 

This does not apply to RaaS arrangements.

4.6: In the case of Non-Permanent Recruitment, you and VeUP agree to be bound by relevant IR35 laws and regulations and agree to consider if an appointment falls inside or outside of scope. Once decided by us, this will be agreed with the contractor before their appointment.

4.7: In the case of RaaS, following the serving of notice VeUP will continue to manage the recruitment process for you through the notice period, and any candidates submitted prior to the termination date will be owned by you. VeUP renounces any candidate ownership rights during the notice period, however it retains the right to speak to those candidates about other opportunities outside of your business.

5. FEES

 

5.1: VeUP’s fee for the VeUP Talent Services will be set out in the associated Order Form. It is calculated as a percentage of the anticipated first year’s basic starting salary or as a set fee agreed between you and VeUP at the commencement of the assignment.

5.2: You shall provide VeUP with a full statement of the total remuneration to be received by the candidate. Should you refuse to provide VeUP with the candidate’s starting remuneration, VeUP reserves the right to charge the appropriate fee in line with the present market salary for the position in question.

5.3: If you fail to pay any invoice issued by VeUP under these Terms of Business within 30 days of issue, VeUP reserves the right to withdraw any discounts, rebates, or monthly instalment payments and charge you the full costs of the engagement as set out in the applicable Order Form(s) in full.

5.4: Should any legal or other fees be incurred as a result of your failure to pay any invoice when it is due, you shall bear these costs in full.

5.5: Permanent Recruitment (including Senior or Executive roles)

5.5.1: A fee is payable to VeUP if an appointment of a candidate is made by you within 6 months of an introduction by VeUP.

5.5.2: VeUP caps its fees for the introduction of Permanent Employees at 15% of the basic salary plus VAT (where it is applicable). If VeUP and you agree that a fixed fee will be charged, this will be set out within the associated Order Form.

5.5.3: In the case of Senior or Executive Candidate Permanent Recruitment, VeUP reserves the right to introduce a two-stage retained search recruitment process and fee structure. This will be detailed within the associated Order Form. Under this arrangement, you agree to pay one-third of the total fee plus VAT to VeUP by way of a retainer, with the remainder of the fee invoiced and due once a candidate has been successfully appointed and has commenced their role.

5.5.5: In the case of all Permanent and Senior Appointments, VeUP will apply the following rebate policy in respect of fees charged by VeUP to you. These rebates apply should a candidate introduced by VeUP, for which the full fee has been charged to you and payment made in full to VeUP, leave your employment within the first 16 weeks (other than in the exception cases described below):

  • 100% rebate of the fee if the candidate leaves within weeks 1-4 of their employment.
  • 75% rebate of the fee if the candidate leaves within weeks 5-8 of their employment.
  • 50% rebate of the fee if the candidate leaves within weeks 9-12 of their employment.
  • 25% rebate of the fee if the Candidate leaves within weeks 13-16 of their employment.

5.5.6: Should the candidate leave within the first 16 weeks of their employment with you, VeUP will offer you a backfill service on the assignment. Should this be successful, any amount refunded through the rebate arrangement described above will be charged to you again.

5.5.7: No rebate shall be payable to you in the following circumstances, regardless of whether the candidate left the employment of you within the first 16 weeks:

  • The appointment of the Candidate is rescinded by you for no good reason.
  •  VeUP is not notified in writing with an explanation of the reasons for the termination
    within 7 days of the termination of the candidate’s employment.
  •  Any fee due to VeUP under these Terms of Business and any associated Order Form has not been paid on time and in full (as described in the aforementioned documents).
  •  You or any subsidiary, parent, or other associated company engage the candidate for employment in any form within 12 months of the date of termination.
  • The candidate has been made redundant and/or their job criteria, description or key activities and/or responsibilities have been changed between their appointment and the end of the 16-week rebate period.

5.5.8: In the case of a two-stage retained search fee structure, rebates do not apply to the initial retainer fee, and it is non-refundable, even if VeUP decides to void the assignment or if VeUP or you decides to appoint another recruitment supplier.

5.6: Recruitment as a Service

5.6.1: VeUP will calculate a project cost for RaaS engagements based on the number of roles and the salaries associated with them. This will be charged in monthly instalments for the period of the RaaS engagement.

5.6.2: Details of the project cost and payment schedule will be set out in an Order Form. To define the project cost, VeUP and you will agree the base salary calculation for all appointments to be made under the engagement, using the median figure in any salary range. In the case that VeUP and you cannot agree on the figure to be used, the Parties agree to be bound by open-source salary data in the applicable geography/geographies.

5.6.3: The RaaS project cost will not exceed 10% of the total salary costs for all appointments under the RaaS engagement plus VAT (where applicable).

5.6.4: The monthly charge from VeUP to you can be adjusted where the monthly number of roles to be appointed fluctuates through the period of the RaaS engagement.

5.6.5: Invoicing for RaaS engagements will begin on the engagement commencement date and continue monthly thereafter; meaning you must pay for each month in advance.

5.6.6: No rebate shall apply. Instead, VeUP will, where possible, offer a free backfill for any candidate that leaves in the first 16 weeks of their employment with you.

5.7: Non-Permanent Recruitment (Fractional/Interim/Contractor/Consultant)

5.7.1: The total fees to be charged will be set out in the associated Order Form. The charges for this service will never exceed 15% of the hourly or daily rate (as applicable) paid by you to the contractor.

5.7.2: Where the appointment is for a fixed-term contract of 6 months or less, 50% of the total fee for the service is payable as soon as the contractor commences their contract with you.

5.7.3: Where appointments are for more than 6 months, a contract for an initial term of less than 6 months is extended beyond 6 months, or where a contractor is subsequently retained on a permanent basis, the full fee is payable. This fee is charged in monthly instalments for a 12-month period.