Our Terms and Conditions
PLEASE READ CAREFULLY BEFORE SUBMITTING YOUR PROJECT SCOPE WITH US
This agreement (Agreement) is a legal agreement between you and any third party you represent (you or your as the context requires) and By Day Ltd a company registered in England and Wales with number 10664965 (we, us or our as the context requires) for:
· your use of the websites www.byday.co and www.bydayprojects.com;
· the recruitment services provided by us to you in relation to the Project Scope you are submitting.
IMPORTANT NOTICE TO ALL USERS
· BY CLICKING ON THE "SUBMIT" BUTTON BELOW YOU AGREE THAT THE PROJECT SCOPE YOU ARE SUBMITTING IS SUBJECT TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU. THE TERMS OF THIS AGREEMENT INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 3.1.4 AND CLAUSE 9.
You should print a copy of this Agreement for future reference.
1 The agreement
1.1 These terms set out the agreement between us and you for the introduction of job candidates by us to you.
1.2 The terms of engagement between you and candidates will be governed by the Project Scope and any additional terms and conditions which you may agree with the candidate, including pay and duration.
2 Our services
2.1 We will be operating as an employment agency as defined in the Employment Agencies Act 1973.
2.2 We agree to search our database for candidates who meet the criteria of the assignment set out in the Project Scope and where available to introduce selected candidates to you. (Introduce means the provision to you of information by us by way of a curriculum vitae or in such other format as we may from time to time agree which identifies the candidate and Introduction and Introduced shall be construed accordingly.)
3 Client's obligations
3.1 Unless otherwise required by law, it is your responsibility to:
3.1.1 assess the suitability of any candidate;
3.1.2 ensure that any candidate supplied by us has the necessary qualifications and right to work in the United Kingdom;
3.1.3 take up any references supplied (including confirmation of any professional or academic qualifications);
3.1.4 notify us and the candidate of any terms and conditions (other than those that may be set out in the Project Scope) to which the assignment is subject. We shall have no liability to you under such terms, including without limitation for payment of any monies, holiday entitlement or any other benefits;
3.1.5 pay any candidates that you engage and ensure that such payment is made promptly;
3.1.6 ensure that you hold any necessary licences, permits and consents for any work a candidate is required to do and in relation to any place where that work is to be carried out;
3.1.7 obtain and maintain all necessary licences, permissions and consents which may be required for the assignment before the date on which the assignment is to start; and
3.1.8 comply with all applicable laws, including employment and health and safety laws.
4.1 We will charge you a fee for any candidate engaged as a consequence of, or resulting from an introduction by us to you, whether directly or indirectly.
4.2 An additional fee shall be payable if the candidate is subsequently engaged by you or any associate company, firm or person or third party to whom you have introduced the candidate, whether directly or indirectly, within the period of one year from the date of introduction.
4.3 We will invoice for our fees when the Project Scope and any additional terms of engagement are agreed between you and the candidate. The invoice is payable within 14 days of the invoice date or 5 working days before the engagement is due to start, whichever is sooner. Subsequent invoices (for example in relation to any changes in the Project Scope entitling us to charge additional fees) are payable within 14 days.
4.4 Fees are calculated in accordance with our Fee Schedule at either a flat rate or as a percentage of the gross pay of a candidate, including base salary or fees, and all other payments and taxable (and where applicable, non taxable) monies and benefits payable to or receivable by the candidate for services rendered to you or on your behalf.
4.5 Where applicable, we will charge VAT to you, at the prevailing rate.
4.6 If you fail to make a payment due to us under this agreement by the due date, then you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.1 You and we agree not at any time (unless expressly so authorised by the other), to disclose to any person or to make use of any of each other’s confidential information.
5.2 The restriction in clause 5.1 does not apply to:
5.2.1 any use or disclosure authorised by the client or us or as required by law a court of competent jurisdiction or any governmental or regulatory authority; or
5.2.2 any information which is already in, or comes into, the public domain otherwise than through an unauthorised disclosure by you.
6 Data Protection compliance
7 Warranties and indemnities
7.1 You warrant that the information supplied to us in the Project Scope is correct.
7.2 You shall indemnify us and keep us indemnified against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses which we may suffer, sustain, incur, pay or be put to arising from or in connection with:
7.2.1 any failure by you to comply with your obligations under this agreement;
7.2.2 any negligent or fraudulent act or omission by you;
7.2.3 the disclosure by you of any confidential information; or
7.2.4 any claim brought by the candidate against you in connection with the assignment.
8 No partnership or agency
8.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
8.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
9 Limitation of liability
9.1 Nothing in this agreement shall limit or exclude our liability for:
9.1.1 death or personal injury caused by negligence, or;
9.1.2 fraud or fraudulent misrepresentation.
9.2 Subject to clause 9.1:
9.2.1 we shall have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
(a) the suitability or availability of any candidate;
(b) the failure to agree the terms of engagement with a candidate;
(c) any act or omission of a candidate; or
(d) any indirect or consequential loss arising under or in connection with this agreement;
9.2.2 our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with any assignment shall be limited to 100% of the total fees paid by you to us relating to that assignment.
10 Entire agreement
10.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
10.2 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
10.3 We may vary the terms of this agreement from time to time on prior written notice to reflect the changing needs of our business and/or to comply with new legislation.
10.4 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
11 Third party rights
11.1 No one other than a party to this agreement shall have any right to enforce any of its terms.
12.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
13 Governing law
13.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
14.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Effective from 31/5/2018