Valoris Group Limited Terms and Conditions of Business for the Introduction of Permanent and Fixed-Term Candidates
Clarification and Expansion of Definitions
For the purposes of these Terms and Conditions of Business, the following definitions apply to ensure clarity and mutual understanding between Valoris Group Limited ("Valoris Group") and the Client:
"Agreement" refers to these Terms and Conditions of Business, constituting the entire agreement between Valoris Group and the Client regarding the provision of recruitment services.
"Candidate" means any individual introduced by Valoris Group to the Client, who is considered for, applies for, or receives an offer of Engagement, whether for permanent, fixed-term, or any other type of employment.
"Client" denotes the person, firm, corporate entity, or any other entity that enters into this Agreement with Valoris Group for the provision of recruitment services.
"Engagement" includes any form of employment, consultancy, or other work arrangement between the Client and a Candidate introduced by Valoris Group. This encompasses permanent, fixed-term, and temporary positions, regardless of whether the arrangement is direct, indirect, or through another entity.
"Introduction" means the act of presenting a Candidate to the Client by Valoris Group, which may occur through the submission of a Candidate's curriculum vitae, a summary of the Candidate's skills and experience, arranging an interview, or any other means through which a Candidate is presented for consideration by the Client.
"Services" refers to the recruitment services provided by Valoris Group, including but not limited to the identification, vetting, and introduction of Candidates, as well as advisory and consultancy services related to recruitment strategy and market positioning, as agreed upon between Valoris Group and the Client.
"Terms" refers to these Terms and Conditions of Business, including any amendments, attachments, and annexes hereto, which govern the provision of Services by Valoris Group to the Client.
---
1. Introduction
This Agreement, referred to herein as the "Terms and Conditions of Business," is entered into between Valoris Group Limited ("Valoris Group"), a company incorporated and registered in England and Wales, specializing in the provision of recruitment services within the sectors of Renewable Energy, Building Services, and Facilities Maintenance, and the entity engaging the services of Valoris Group ("Client"). These Terms delineate the legal and operational framework under which Valoris Group agrees to identify, vet, and introduce potential employment candidates ("Candidates") to the Client for consideration of permanent or fixed-term employment ("Engagement"). The Terms outlined herein are designed to establish a mutual understanding of the responsibilities, expectations, and protections afforded to both Valoris Group and the Client in the course of their professional relationship. By engaging with Valoris Group for recruitment services, receiving candidate information, or proceeding with candidate interviews, the Client unequivocally accepts these Terms, which shall prevail over any other terms or conditions previously exchanged, discussed, or implied.
2. Acceptance of Terms and Effective Date
2.1 Acceptance of Terms
The Client's receipt of these Terms and Conditions of Business, whether electronically or in hard copy, constitutes an immediate offer by Valoris Group Limited to provide recruitment services under the conditions outlined herein. Acceptance by the Client is deemed to occur upon the earliest of the following actions:
(a) written confirmation of acceptance,
(b) engagement with any candidate introduced by Valoris Group, including but not limited to interviewing, hiring, or soliciting additional information about the candidate, or
(c) any form of instruction or communication from the Client to Valoris Group requesting the commencement of recruitment services post-receipt of these Terms.
Such actions by the Client signify an unequivocal agreement to adhere to and be legally bound by these Terms, superseding any prior agreements, negotiations, or understandings between Valoris Group and the Client regarding the subject matter herein.
2.2 Effective Date
These Terms and Conditions become effective immediately upon the Client's acceptance as defined above, establishing a binding contractual relationship between Valoris Group and the Client for the provision of recruitment services. This agreement shall persist until expressly terminated by either party in accordance with the termination provisions set forth herein.
3. Services
Valoris Group commits to providing comprehensive recruitment services, including but not limited to candidate identification, vetting, introduction, and advisory services related to recruitment strategy and market positioning. The services offered are subject to the scope agreed upon with the Client and do not include direct hiring, payroll management, or other HR administrative functions unless explicitly stated.
4. Compliance and Ethics
Valoris Group is committed to ethical recruitment practices, adhering to applicable laws, including GDPR, the Data Protection Act 2018, and the Equality Act 2010.
5. Client Obligations
The Client shall provide accurate job descriptions, ensure non-discriminatory hiring practices, and perform due diligence on Candidates, unless otherwise agreed for Valoris Group to undertake these checks.
6. Fees
Fees for recruitment services are calculated as 15% of the Candidate's first year's total remuneration, payable within 7 days from the invoice date. For specialized placements requiring additional resources, Valoris Group reserves the right to adjust fees accordingly with prior notice to the Client. Late payments will incur interest at an annual rate of 4% above the Bank of England's base rate, calculated daily.
7. Refund and Replacement
In the event of a Candidate's employment termination within 8 weeks from the start date, the Client is entitled to a replacement candidate without additional charge or a pro-rated refund. Valoris Group will initiate the replacement process within 14 days of notification and complete it within a reasonable timeframe, not exceeding 60 days.
8. Signatures and Execution
The exchange of copies of these Terms and signature pages by electronic means shall constitute effective execution. Engagement with introduced Candidates post-receipt of these Terms via email constitutes acceptance of these Terms.
9. Data Handling and Privacy
Both parties will comply with GDPR and relevant data protection laws, ensuring the confidentiality and integrity of personal data shared in the recruitment process.
10. Equal Opportunities Statement
Valoris Group and the Client commit to equal opportunities and non-discrimination in recruitment and employment practices.
11. Non-Solicitation Clause
Direct engagement or employment of Valoris Group employees or Candidates within 12 months of the last Introduction or Engagement is prohibited without written consent from Valoris Group. To seek consent, the Client must submit a formal request to Valoris Group detailing the intended terms of engagement. Unauthorized direct engagements will incur a fee of 30% of the anticipated annual remuneration, payable within 30 days of detection.
12. Limitation of Liability
Valoris Group’s liability is limited to the fee paid by the Client, excluding liability for indirect or consequential losses.
13. Indemnification
The Client indemnifies Valoris Group against losses arising from breaches of these Terms or acts of the employed Candidate.
14. Dispute Resolution
Disputes arising from or related to these Terms should first be addressed through direct negotiation. If unresolved, the parties agree to mediation facilitated by an independent third party. Should mediation fail, disputes will be resolved through arbitration or litigation in the courts of England and Wales, with each party bearing their own costs.
15. Amendments and Governing Law
These Terms may be amended with written notice. They are governed by and construed in accordance with the law of England and Wales.
16. Intellectual Property Rights
All intellectual property rights in materials, methodologies, and processes used by Valoris Group in the provision of the Services, including but not limited to all documents, data, know-how, software, and information provided to the Client, shall remain the sole property of Valoris Group. The Client acknowledges that it has no right to use such intellectual property except as expressly permitted by Valoris Group in writing for the purposes of the Engagement.
17. Post-Termination Confidentiality
The obligations of confidentiality set forth in this Agreement shall survive the termination or expiry of this Agreement for an indefinite period. Both parties agree to continue to treat all confidential information with the same degree of care as is used with their own confidential information and to return or destroy confidential materials, as requested, upon termination.
18. Formal Communication Protocols
All formal communications and notices under this Agreement shall be in writing and sent by email to the designated representatives of each party. Notices shall be deemed given on the date of transmission if sent during normal business hours, or on the next business day if sent outside normal business hours.
19. Data Retention and Deletion Policy
Valoris Group and the Client shall retain personal data obtained during the recruitment process only for as long as necessary to fulfil the purposes for which it was collected or as required by applicable law. Upon the expiry of such period, both parties commit to securely deleting or destroying such data in accordance with GDPR and relevant data protection laws.
20. Adaptation to Legal Changes
This Agreement shall be deemed to automatically update to comply with any changes in relevant laws and regulations that affect the recruitment services provided herein. Both parties commit to promptly amending any practices, policies, or procedures to maintain compliance with such legal changes.
21. Entire Agreement
This Agreement constitutes the entire agreement between Valoris Group and the Client regarding the subject matter herein and supersedes all previous agreements, understandings, and negotiations, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.
22. Record Keeping and Documentation
Both parties shall maintain accurate and complete records relating to their obligations under this Agreement, including but not limited to data processing, candidate engagements, and financial transactions. Such records shall be retained for a minimum period as required by law or regulation.