Terms & Conditions
Terms and Conditions of Business IRG Advisors LLP
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Client: the person or firm who instructs Odgers Connect.
Commencement Date: has the meaning set out in clause 2.1.
Conditions: these terms and conditions as amended from time to time in accordance with clause 6.7.
Contract: any contract entered into between Odgers Connect and the Client on or after the Commencement Date in the form annexed hereto. Instructions: has the meaning set out in clause 2.1.
Limited Company: a body corporate which will provide the services required by the Client as specified to Odgers Connect, which will be identified by Odgers Connect in the course of carrying out the Instructions, and the term Limited Companies shall have the plural meaning.
Odgers Connect: IRG Advisors LLP trading as Odgers Connect, registered in England and Wales with company number OC354226.
1.2 Construction. In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its successors or permitted assigns;
(c) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(d) a reference to writing or written includes faxes and e-mails.
2. BASIS OF CONTRACT
2.1 The provision of these Conditions by Odgers Connect constitutes an acknowledgment by the Client that it has instructed Odgers Connect to attempt to source a Limited Company to provide the services required by the Client (Instructions). In consideration of the acceptance of the Instructions by Odgers Connect, the Client agrees to abide by and be bound by the Conditions with effect from the date of the e-mail to which these Conditions are attached or the letter with which these Conditions are enclosed (Commencement Date).
2.2 Notwithstanding any other provisions of these Conditions, nothing in these Conditions shall oblige Odgers Connect to comply with or carry out the Instructions.
2.3 These Conditions shall be superseded by the entering into of any Contract.
2.4 Notwithstanding clause 2.3, these Conditions constitute the entire agreement between the parties as at the Commencement Date. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Odgers Connect which is not set out in these Conditions.
2.5 Notwithstanding clause 2.4, the Client accepts and acknowledges that with effect from the Commencement Date Odgers Connect may rely upon an oral or written representation from the Client, whether made before or after the Commencement Date, and/or these Conditions to its detriment in entering into a legal relationship with a Limited Company. The Client confirms that in the event that Odgers Connect suffers any loss whatsoever as a result of entering into an agreement or other legal relationship with an Limited Company wholly or partly on the basis of the Client’s oral or written representation, these Conditions and/or the Instructions, the Client shall indemnify Odgers Connect in relation to such losses to the fullest extent permissible by law. For the avoidance of doubt, such losses shall include but not be limited to the recovery by Odgers Connect from the Client of any payment Odgers Connect makes in respect of a notice period or damages for breach of contract to the Limited Company following a failure by the Client to enter into a Contract.
2.6 These Conditions apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. CLIENT'S OBLIGATIONS
3.1 The Client shall:
(a) ensure that the terms of any information it provides are complete and accurate;
(b) co-operate with Odgers Connect in all matters relating to the Instructions; and
(c) provide Odgers Connect with such information and materials as Odgers Connect may reasonably require in order to comply with the Instructions, and ensure that such information is accurate in all material respects.
(d) if appropriate carry out all checks relating to the Fit and Proper Person Test as required by the CQC (Please note this only applies to Health authorities or providers regulated by CQC)
3.2 If the carrying out of the Instructions by Odgers Connect under these Conditions is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) Odgers Connect shall without limiting its other rights or remedies at its discretion suspend the carrying out of the Instructions until the Client remedies the Client Default, and rely on the Client Default to relieve it from the carrying out of the Instructions to the extent the Client Default prevents or delays the same;
(b) Odgers Connect shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Odgers Connect's failure or delay to carry out the Instructions as set out in this clause 3.2; and
(c) the Client shall reimburse Odgers Connect on written demand for any costs or losses sustained or incurred by Odgers Connect arising directly or indirectly from the Client Default.
3.3 The Engagement by a Client of an Limited Company and/or the Consultant, introduced by Odgers Connect, or the Introduction by the Client of the Limited Company and/or the Consultant to any third party resulting in an Engagement by any third party renders the Client subject to the payment of an introduction fee calculated at a margin of 30% of the total annual remuneration payable to the Limited Company and/or its consultants (calculated on a pro rata basis where the Engagement is on a temporary, fixed term or interim basis only) provided that the Engagement takes place within a period of twelve months from the termination of the Assignment under which the Limited Company was supplied, or if there was no Assignment, within twelve months of the Introduction of the Limited Company and/or the Consultant by Odgers Connect to the Client. No refund of the introduction fee will be paid in the event that the Engagement subsequently terminates. VAT is payable in addition to any fee due.
3.4 In the event that the Limited Company or the Consultant provides the Client with any information regarding any third party which is subsequently engaged by the Client, whether on a permanent, temporary, fixed term or interim basis, either during the Assignment or within a period of twelve months from the termination of the Assignment under which the Limited Company was supplied, the Client shall pay to Odgers Connect an introduction fee calculated at a margin of 30% of the total annual remuneration payable to the third party and/or its consultants on a pro rata basis.
3.5 For the purpose of clauses 3.3 and 3.4, the following terms shall have the following meanings;-
Assignment means the agreement between the Client and Odgers Connect that the Limited Company shall provide an individual to fulfil the position of stipulated in writing by the Client.
Consultant means the person employed by the Limited Company to provide the services required by the Client on behalf of the Limited Company. Engagement means the employment or use of the Limited Company’s services or the services of any officer, employee, or representative of the Limited Company whether on a permanent, temporary, fixed term or Interim basis.
Introduction means the interview by the Client of an officer, employee or representative (including without limitation, the Consultant) of the Interim Company in person, writing or by telephone or the passing of information to the Interim Company which allows the Client to identify the Interim Company and which leads to the Engagement of the Interim Company, or any officer, employee, or representative of the Interim Company by the Client.
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under these Conditions, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 4 shall survive termination of these Conditions.
5.1 Without limiting its other rights or remedies, each party may terminate these Conditions with immediate effect by giving written notice to the other party if the other party commits a material breach of these Conditions which is not remedied within 7 days; becomes insolvent; or suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
5.2 Without limiting its other rights or remedies, either party may terminate these Conditions on one week’s notice orally or in writing. Should the Client exercise its rights under this clause 5.2, it acknowledges that Odgers Connect may incur a liability to a Limited Company with whom it has entered into an agreement or other legal relationship on the basis of any oral or written representation of the Client, these Conditions and/or the Instructions and the Client agrees to indemnify Odgers Connect in relation to any losses whatsoever which are incurred by it as a result of the termination of these Conditions under this clause 5.2 to the fullest extent permissible by law. For the avoidance of doubt, such losses shall include but not be limited to the recovery by Odgers Connect from the Client of any payment Odgers Connect makes in respect of a notice period or damages for breach of contract to the Limited Company which relate to the termination of these Conditions by the Client pursuant to this clause 5.2.
5.3 The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination of these Conditions shall not be affected, including the right to claim damages in respect of any breach of the Conditions which existed at or before the date of termination or expiry. Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
6.1 Assignment and subcontracting:
(a) Odgers Connect may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under these Conditions and may subcontract or delegate in any manner any or all of its obligations under these Conditions to any third party or agent.
(b) The Client shall not, without the prior written consent of Odgers Connect, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Conditions.
(a) Any notice required to be given to a party under or in connection with these Conditions shall be oral or in writing. If oral, such notice
shall be given by telephone or in person but not by way of recorded message. If in writing, such notice shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office, or sent by fax or e-mail to the other party's main fax number or e-mail address.
(b) Any oral notice shall be deemed to have been duly received at the time it is given and received. Any written notice shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission, or if sent by e-mail, one hour after the e-mail was sent (unless this would fall on a day which was not a Business Day, in which case deemed delivery would take place immediately at the start of the next Business Day).
(c) This clause 6.2 shall not apply to the service of any proceedings or other documents in any legal action.
(a) A waiver of any right under these Conditions is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b) Unless specifically provided otherwise, rights arising under these Conditions are cumulative and do not exclude rights provided by law.
(a) If a court or any other competent authority finds that any provision of these Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of these Conditions shall not be affected.
(b) If any invalid, unenforceable or illegal provision of these Conditions would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
6.5 No partnership: Nothing in these Conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
6.6 Third parties: A person who is not a party to these Conditions shall not have any rights under or in connection with it.
6.7 Variation: Any variation, including the introduction of any additional terms and conditions, to these Conditions, shall only be binding when agreed in writing and signed by the Odgers Connect.
6.8 Governing law and jurisdiction: These Conditions, 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, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.