Terms of Business

POTENT STRATEGY & CONSULTANCY LTD trading as Evara is committed to maintaining a high level of service and efficiency. However, because an Introduction is dependent upon the accuracy of information outside POTENT STRATEGY & CONSULTANCY LTD control and a Client's Instructions, and as any decision to engage an Applicant is entirely a matter for a Client, POTENT STRATEGY & CONSULTANCY LTD trading as Evara cannot accept liability for any losses.

In these Terms of Business the following definitions apply:

"Applicant" means the person introduced by the Agency to the Client for an Engagement including any officer or employee of the Applicant if the Applicant is a limited company, or a member of the Agency's own staff.

"Client" means the person, firm or corporate body together with any subsidiary or associated Company as defined by the Companies Act 1985 to which the Applicant is introduced.

"Agency" means POTENT STRATEGY & CONSULTANCY LTD trading as Evara, company number 08876524, Suite 2 The Point, 1 Lower Railway Road, Ilkley, England, LS29 8FL.

"Engagement" means the engagement, employment or use of the Applicant by the Client or any third party on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; consultancy arrangement; freelance arrangement; or any other engagement; directly or through a limited company of which the Applicant is an officer or employee.

"Introduction" means:

(i) the Client's interview of an Applicant in person or by telephone, following the Client's instruction to the Agency to search for an Applicant; or

(ii) the passing to the Client of a curriculum vitae or information which identifies the Applicant; and which leads to an Engagement of that Applicant.

Introduction shall be deemed to have occurred upon delivery of any written or electronic communication (including but not limited to email, LinkedIn message, WhatsApp, CRM profile, candidate summary, or CV) containing identifying information relating to the Applicant.

"Remuneration" refers to the total gross annualised value of all salary, fees, bonuses, guaranteed bonuses, commission, car allowances, benefits, equity, signing bonuses, and additional payments as set out in clause 3.4.

POTENT STRATEGY & CONSULTANCY LTD trading as Evara expects Clients to act promptly, reasonably and in good faith (including not applying any discriminatory standards or practices) when deciding whether it wishes to engage an Applicant.

POTENT STRATEGY & CONSULTANCY LTD trading as Evara confirms to its Clients that it is acting as a consultancy for the purpose of the introduction of Applicants, in its capacity as an Employment Agency in accordance with the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended from time to time).

Section 1

Definitions

1.1

The definitions set out in the preamble above apply throughout these Terms.

Section 2

The Contract

2.1

These Terms constitute the contract between the Agency and the Client and are deemed to be accepted by the Client by virtue of:

an Introduction to an Applicant;
the Engagement of an Applicant;
the passing of any information about the Applicant to any third party following an Introduction; or
the interviewing, meeting, corresponding with, or otherwise engaging with an Applicant introduced by the Agency.

2.2

These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a director of the Agency, these Terms of Business prevail over any other terms of business or purchase conditions put forward by the Client.

2.3

No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between the Agency and the Client in writing.

Section 3

Notification and Fees

3.1

The Client agrees:

To notify the Agency immediately of any offer of an Engagement which it makes to the Applicant;
To notify the Agency immediately that its offer of an Engagement to the Applicant has been accepted and to provide details of the Remuneration to the Agency;
To pay the Agency's fees within 45 calendar days from the date of invoice;
To provide accurate and timely information about the vacancy, including responsibilities, salary, and working conditions;
To treat Candidate data in accordance with UK GDPR and applicable Data Protection legislation;
To take full responsibility for all reference checks, background screening, right to work documentation, and onboarding unless expressly agreed otherwise in writing.

3.2

Except in the circumstances set out in clause 5.1, no fee is incurred by the Client until the Applicant commences the Engagement, at which point the Agency shall render an invoice to the Client.

3.3

The Agency reserves the right to charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date. The Agency also reserves the right to apply an administration fee of 25% of the total outstanding balance on overdue invoices.

3.4

The fee payable to the Agency by the Client for an Introduction resulting in an Engagement shall be:

Fee structure

Permanent hires: 25% of total Remuneration

VAT shall be charged where applicable.

For the purposes of calculating the Agency's fee, "Remuneration" shall include basic salary together with any bonus, guaranteed bonus, signing bonus, commission, car allowance, equity, retention payment, benefits allowance, market supplement, or other financial incentive paid or payable to the Applicant in connection with the Engagement during the first 12 months.

3.5

If the Client subsequently engages or re-engages the Applicant within 6 calendar months from the date of termination of the Engagement or withdrawal of the offer, a full fee calculated in accordance with clause 3.4 shall become payable.

3.6

In the event of any change to the role title, start date, hours, location, reporting line, or Remuneration following the initial offer, the original fee structure shall remain in force unless expressly renegotiated and agreed in writing by both parties.

3.7

Where an Applicant initially engaged on a temporary, consultancy, freelance, interim, or contract basis subsequently becomes permanently engaged by the Client within 12 months of the Introduction, the full permanent placement fee shall apply.

3.8

The Client agrees not to circumvent the Agency by engaging Applicants through another intermediary, associated company, consultancy arrangement, contractor structure, or alternative engagement method introduced directly or indirectly through the Agency.

3.9

An Engagement by any parent company, subsidiary, associated business, affiliate, or group company connected to the Client shall constitute an Engagement by the Client for the purposes of these Terms.

Section 4

Guarantee Period

4.1

In the event that a placed candidate's employment or Engagement is terminated by either the Client or the Applicant within 45 calendar days of the Applicant's commencement date, the Agency shall use reasonable endeavours to identify and introduce a suitable replacement Applicant at no additional fee.

4.2

The guarantee set out in clause 4.1 shall only apply where:

The Client has notified the Agency in writing within 5 business days of the termination;
All invoices relating to the Engagement have been paid in full within the agreed 45 calendar day payment terms;
The termination is not due to redundancy, restructuring, internal reorganisation, change in role, change in reporting line, workplace relocation, reduction in remuneration, or material change to the original vacancy brief;
The Client has not breached these Terms of Business.

4.3

The Agency's obligation under this guarantee shall be limited to one replacement search only. No refunds or rebates shall apply.

Section 5

Introductions

5.1

Introductions of Applicants are confidential. Candidate information is supplied solely for the purpose of assessing suitability for employment or Engagement and must not be disclosed to any third party without the Agency's prior written consent.

The disclosure by the Client to a third party of any details regarding an Applicant introduced by the Agency which results in an Engagement with that third party within 12 months of the Introduction shall render the Client liable for payment of the Agency's fee as set out in clause 3.4 with no entitlement to any refund or rebate.

5.2

An introduction fee calculated in accordance with clause 3.4 shall be charged in relation to any Applicant engaged as a consequence of or resulting from an Introduction by or through the Agency, whether direct or indirect, within 12 months from the date of the Agency's Introduction.

5.3

Where the amount of actual Remuneration is not known, the Agency shall charge a fee calculated in accordance with clause 3.4 based on the market rate reasonably applicable to the role and level of the Engagement.

5.4

In the event that any employee or consultant of the Agency with whom the Client has had personal dealings accepts an Engagement with the Client within 12 months of leaving the Agency's employment or engagement, the Client shall be liable to pay an introduction fee in accordance with clause 3.4.

5.5

Prior registration and re-engagement. Where an Applicant has previously applied directly to the Client, been registered on the Client's systems, or otherwise had prior contact with the Client, but is subsequently re-engaged, reintroduced, prepared, represented, or progressed by the Agency in relation to a new or existing vacancy or Engagement, this shall constitute a valid Introduction under these Terms where the Agency is the effective cause of the Applicant's application, interview process, or Engagement.

For the avoidance of doubt, historic applications, dormant records, previous interviews, or prior registration shall not negate the Agency's entitlement to a fee where the Agency has materially contributed to the successful Engagement of the Applicant.

5.6

The Agency shall be deemed the effective cause of an Engagement where its Introduction, communication, recommendation, representation, coordination, or involvement materially contributes to the Applicant's Engagement by the Client.

Section 6

Liability

6.1

The Agency shall not be liable under any circumstances for any loss, expense, damage, delay, costs, or compensation (whether direct, indirect, special, or consequential) suffered or incurred by the Client arising from or connected with:

the Introduction or Engagement of any Applicant;
the failure of the Agency to introduce any Applicant; or
any act or omission of an Applicant.

Nothing in these Terms shall exclude liability for death or personal injury arising from negligence or for any other liability which cannot lawfully be excluded.

6.2

The Client shall indemnify and keep indemnified the Agency against any costs, claims, damages, liabilities, or expenses incurred by the Agency arising out of any act, omission, breach, or default by the Client, including but not limited to breaches of employment law or data protection legislation.

Section 7

Force Majeure

7.1

Neither party shall be liable for any delay or failure to perform obligations under these Terms where such delay or failure arises from events beyond its reasonable control.

Section 8

Law

8.1

These Terms are governed by the laws of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.

POTENT STRATEGY & CONSULTANCY LTD trading as Evara

Company number 08876524

Suite 2 The Point, 1 Lower Railway Road, Ilkley, England, LS29 8FL

Terms of Business for the Introduction of Permanent Staff.