Terms and Conditions for the introduction of Candidates by external agencies.
This agreement for direct-hire and temporary recruitment services is entered into by BookingLive, and
, a private limited company, located at
The agency has been asked to assist BookingLive in the search for qualified persons to fill positions within BookingLive. The following sets forth the terms and conditions pursuant to which the agency will recruit for BookingLive and BookingLive will compensate the agency:
In these terms, the following definitions apply:
“Candidate” means the person/s introduced to BookingLive by the agency for an Engagement.
“Agency” means the person, firm or corporate body together with any subsidiary or associated person to which the candidate is represented by.
“Engagement” means the engagement, employment or use of the candidate by BookingLive. The candidate may of been introduced to BookingLive on a permanent or temporary basis, whether under a contract of service or for services, under an agency, licence franchise, or partnership agreement, or any other engagement; or through an umbrella or limited company of which the candidate is an officer, employee or other representative.
“Introduction” means the passing of information from the agency onto the BookingLive portal which identifies the candidate/s. BookingLive will only accept applications processed through the portal as an introduction.
“Introduction fee” means the fee payable by BookingLive to the agency for an introduction resulting in engagement calculated in accordance with the signed agreement. A signed agreement must be in place prior to any introductions.
“BookingLive” means Booking Live Software LTD registered company number 09012100, Suite 231,179 Whiteladies Road, BS8 2AG.
“Remuneration” means the total guaranteed earnings.
“Eligible Employee” means the BookingLive employee that was recommended to the client first by the agency and in line with all the terms set out in this agreement.
“Contractor” means a person or firm that undertakes a contract to provide a service.
“Confidential Information” means any information that is treated as confidential by either party.
- These terms must be signed prior to the introduction of any candidates
- In the event of any conflict between these terms and any other terms and conditions, these terms shall always prevail.
- Any terms signed will remain valid indefinitely, unless otherwise agreed or stipulated by BookingLive.
- No variation or alteration to these terms shall be valid unless the terms and signed and the details of such variation are set out in writing and a copy of the variation in terms is agreed and signed by both parties including a date on or after such variation in terms shall apply.
- Agency Services
The Agency agrees to assist BookingLive on a nonexclusive basis in filling certain positions with a qualified applicant, as expressly requested by BookingLive in writing on a case-by-case basis. BookingLive will only accept resumes or consider applicants from the agency for positions which BookingLive expressly asked the agency to seek applicants, and where the agency has submitted candidates through BookingLives online portal. BookingLive will consider the first source of a candidate’s online application to be that candidate’s source of record for a period of six months from the initial referral date. in the event that a candidate is presented to BookingLive by more than one agency, any dispute regarding the referral must be resolved among the referring parties and the candidate. BookingLive may require written confirmation of the agreed upon resolution from the candidates and other involved parties.
BookingLive will designate in writing to the agency which BookingLive employee is permitted to direct the agency to see candidates or accept candidates from the agency for a specific position. The agency agrees not to accept assignments from, or to provide candidates to, or otherwise contact any other BookingLive employee, or any BookingLive partner, without the express written consent of the Chief People Officer.
The agencies services will include, but are not limited to the following:
- research, identify, solicit, and screen qualified candidates;
- screen all candidates via in-depth phone or in-person interview before they are presented to BookingLive as a viable candidate;
- submit candidates through BookingLive’s online application process;
- arrange interviews including transportation if necessary;
- if requested by BookingLive, conduct background checks through qualified consumer reporting agencies;
- obtain from the candidate copies of the candidate’s most recent performance evaluations, if requested;
- supply BookingLive with all relevant information concerning applicants;
- extend verbal offers on behalf of BookingLive and obtain acceptances by candidates; unless otherwise requested by the CPO;
- maintain accurate and complete records of the recruitment and hiring process.
The agency agrees to use its diligent best efforts to carry out its responsibilities hereunder and to provide BookingLive with information that is accurate and complete in relation to all applicants. The agency will obtain any necessary permission or authorisation from candidates to permit the agency to disclose the candidate’s information to the Client. Nothing in this Agreement will prevent BookingLive from using other recruitment firms and/or soliciting and hiring applicants on its own behalf.
The agency acknowledges that BookingLive is an Equal Opportunity Employer and the agency will refer qualified applicants to the Client without regard to age, disability, ethnic origin, gender, gender assignment, marital or civil partner status, pregnancy and maternity, race, religion or belief or sexual orientation.
- Agency Fee:
- Subject to the other terms and conditions of this Agreement, as full and complete compensation for all services provided by Recruiter, the Client will pay to Recruiter the following percentages of an Eligible Employee’s first year base pay with BookingLive as determined upon hire, excluding items such as bonuses, overtime, or any incentive plans or benefits offered by the Client (“introduction fee”)
- The introduction fee is 12% of an Eligible Employee's first year base pay.
Notwithstanding the foregoing, each of the following individuals will not be an Eligible Employee and BookingLive will have no obligation to pay an agency fee or any other amounts to the agency in relation to any such individual:
- Any candidate who, via the agency, did not apply for employment with BookingLive through the BookingLive online application platform,
- Any employee of BookingLive or its affiliates who transfers to a position,
- Any individual hired by BookingLive whose resume BookingLive receives from the agency for a position other than the position for which the agency has been specifically asked to recruit (e.g. Agency must submit candidates individually for each open position),
- Any individual hired by BookingLive recruited directly by the Client,
- Any individual hired by BookingLive who does not report to work on the starting date as determined by BookingLive, or in the event BookingLive withdraws its employment offer for any reason.
- Any individual hired by BookingLive who does not remain employed with the Client for at least ninety (90) days from the date of hire,
- Any individual hired by BookingLive whose placement is the subject of a dispute with any other agency,
- Any individual hired by BookingLive based on a referral by an agency that does not conform with this Agreement, or
- Any individual hired by BookingLive based on referrals from more than one source, where the agency cannot demonstrate that the agency provided the referral before any other source.
- Invoicing and Payment.
BookingLive requires an original invoice from the agency (an e-mail copy is sufficient; fax versions are not acceptable). All invoices must be mailed or e-mailed directly to the CPO for approval before they are processed for payment. An earned introduction fee as reflected by an approved invoice will be paid after the Eligible Employee satisfactorily completes the first thirty (30) days of employment.
In the event the Eligible Employee’s employment terminates, either voluntarily or involuntarily, within 90 days of the first date of employment, the agency will refund one-third (1/3) of the introduction fee for each of the first three months (or portion thereof) the Eligible Employee does not complete with BookingLive. For example, if the Eligible Employee’s employment terminates during the second month of employment, The agency will refund two-thirds of the introduction fee and if the Eligible Employee’s employment terminates during the first month of employment, The agency will refund 100% of the introduction fee.
- Temporary Staffing Services and Fees:
Description of Temporary Staffing Services.
The Agency shall provide the services of individuals as approved in writing by the CPO (each, a “Contractor”) for such periods of time as approved by CPO in writing.
The Contractors shall provide temporary staffing services to BookingLive. BookingLive shall specify to the agency the work schedules for each Contractor, including whether each Contractor is engaged on a part-time or full-time basis, as well as the specific services to be provided by each Contractor to the BookingLive.
The Contractors shall have the status of non-employee service providers to BookingLive and shall not be employees of BookingLive. All Contractors will remain exclusive employees of agency (unless subsequently hired by BookingLive as discussed below). Accordingly, the agency will be solely responsible for paying all salaries, wages and/or overtime or other payments required to be made to all Contractors, and will be solely responsible for all employee benefits coverage for all Contractors (including but not limited to workers’ compensation insurance coverage and employer sponsored health coverage required to be offered pursuant to the Patient Protection and Affordable Care Act and Internal Revenue Code Section 4980H), and all other direct and indirect costs and administrative expenses attributable to their employment by the agency, including federal, state and/or income tax withholdings, FICA and administration of payroll. The agency will ensure that the Contractors perform in a professional manner, and in full compliance with all applicable laws. BookingLive has the right to discontinue use of any Contractor’s services at any time upon notice to the agency.
Each Contractor must sign BookingLive’s Confidentiality & Conflict of Interest Agreement applicable to non-employee service providers, and any other such forms applicable to non-employee service providers as determined by BookingLive.
In exchange, BookingLive shall pay fees to the agency for the Contractor Services as discussed further below.
Billing Rates for Contractor Services.
The billing rate applicable to each Contractor (for provided Contract Services) shall be identified in writing with the work schedule and engagement agreements.
The billing rates are the only amounts that BookingLive will pay for the Contractor services. Notwithstanding the foregoing, if confirmed in writing that any overtime (over 8 hours per day excluding breaks) is to be completed by the contractor, BookingLive will pay a fixed hourly rate to be confirmed in writing with the agency prior to any overtime being completed by the contractor.
The agency will invoice BookingLive for provided Contractor Services on a weekly basis. Payment shall be due within thirty (30) days after BookingLive’s receipt of the invoice. Invoices shall be accompanied by timesheets for each billed Contractor, with BookingLive’s CPO’s signature certifying that the work times shown are correct. Such signature will authorise the agency to bill BookingLive for the time worked by the applicable Contractor.
BookingLive’s Right to Hire Contractors and Fees for Hired Contractors.
BookingLive shall have the right to offer employment, and to hire, each Contractor, although BookingLive is in no way obligated to offer employment or hire any of the Contractors.
The fee payable to the agency by BookingLive for any introduction resulting in employment shall not exceed 12 months of the Employees base pay at the agreed rate of:
- The introduction fee is 12% of an Eligible Employee's first year base pay.
Any Contractor Fee already paid during the period of engagement will count towards the balance of the Conversion Fee.
The agency will provide BookingLive with an invoice for the applicable Conversion Fee within thirty (30) days after BookingLive hires the Contractor, and payment of the Conversion Fee shall be due within thirty (30) days after BookingLive’s receipt of such invoice. In the event the Contractor to permanent employment terminates, either voluntarily or involuntarily, within 90 days of the first date of permanent employment, the agency will refund one-third (1/3) of the introduction fee for each of the first three months (or portion thereof) the Eligible Employee does not complete with BookingLive. For example,if the permanent employment terminates during the second month of employment, The agency will refund two-thirds of the recruitment fee.
The agency agrees to refrain from directly or indirectly recruiting any individual employed by the Client, so long as this Agreement remains in effect and for a period of two (2) years thereafter.
The agency recognises that the agency will have access to confidential and proprietary information concerning BookingLive, and/or BookingLive’s clients, such as BookingLive’s recruitment and staffing plans, business and marketing plans and strategies, and employee and client information and prospects (“Confidential Information”). The agency agrees that it will maintain the confidentiality of all such Confidential Information.
In particular, and without limiting the foregoing, the agency acknowledges and understands that the Confidential Information to which the agency will gain access is confidential and proprietary information of BookingLive and the agency agrees that the agency will:
- not disclose any Confidential Information to anyone other than an employee or contractor of the agency who has a need to know such information and who has signed an acknowledgement substantially similar to this acknowledgment;
- use its best efforts to prevent any unauthorised use or disclosure of the Confidential Information;
- promptly notify the CPO of any such unauthorised use of which the agency learns;
- use such Confidential Information for the sole purpose of the agency’s performance under the Agreement; and
- return or destroy any and all copies of the Confidential Information, and any portion thereof, or notes that the agency may have made relating to or based upon the Confidential Information, promptly upon receipt of notice from BookingLive or on BookingLives request of such return or destruction.
The agency further acknowledges that its right of access to the Confidential Information expires on receiving notice of termination from BookingLive. The agency acknowledges and agrees that its obligations set forth herein regarding the non-disclosure, non-use, return and/or destruction of the Confidential Information will survive any such termination or expiration of its access to the Confidential Information.
The agency agrees not to use BookingLive’s name or the names of any Client employees or partners in articles, press releases or promotional material of any kind without prior written consent from the Client’s Chief People Officer.
The agency agrees to the terms set out by the GDPR.
- National Association of Legal Search Consultants:
The agency agrees to abide by Articles I and II of the Code of Ethics promulgated by the National Association of Legal Search Consultants, pertaining to relations with employers and candidates. A copy of the Code may be found on the Association’s website at http://www.nalsc.org/about/ethics.cfm.
- Compliance with All Laws:
The agency represents and warrants that it is knowledgeable about and operates its business in compliance with, and in performance under this Agreement will remain in compliance with all laws and regulations applicable to Recruiter’s services performed under this Agreement, including but not limited to the federal Fair Credit Reporting Act and analogous state acts, and all other laws and regulations applicable to employment recruiting, wage and hour, benefits and workers compensation.
The agency agrees to indemnify, defend, and hold BookingLive harmless from and against any and all costs, expenses (including attorneys’ fees), claims, liabilities, damages, penalties, judgments and settlements arising out of or relating to any actual or alleged failure to comply with, or breach of, any of the terms of this Agreement by the agency, its employees, agents or representatives.
- Entire Agreement:
This Agreement sets forth the exclusive and entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes any and all previous agreements between the parties with respect to the subject matter hereof.
Booking Live Software LTD
Employee name: Louise Chawich