Video & DIT Cover Finder - Terms and Conditions

1. Acceptance of terms and conditions

The Client and Candidate (as the context requires) (“you”) will be deemed to have accepted and agreed to these Terms and Conditions (which will prevail over any other terms and conditions put forward by the Client or any other party), when any one of the following events occurs:

1.1 You sign these Terms and Conditions (including where you show your acceptance by clicking a relevant check-box or by creating your account with Olive Ridley via the website); or
1.2 you ask us to Introduce a Candidate for any position;
1.3 you (as a Candidate) ask us to Introduce you to one of our clients for any position; or
1.4 you, or a third party acting on your behalf, interviews a Candidate; or
1.5 you (as a Candidate), or a third party acting on your behalf, interview with one of our clients; or
1.6 you Engage a Candidate in any capacity; or
1.7 you (as a Candidate) begin work for one of our clients in any capacity; or
1.8 we provide any of the Recruitment Services to you.

2. Definitions

In these Terms and Conditions, the following words will have the following meanings:

3. Recruitment Services

3.1 Olive Ridley will provide the Recruitment Services to the Client in consideration for the Client’s payment of the applicable Fee to Olive Ridley, subject to the Terms and Conditions of this Agreement and as defined in Schedule 1.

3.2 Olive Ridley will use reasonable endeavours to Introduce to the Client a Candidate suitable to carry out work of such nature as the Client notifies to Olive Ridley. Olive Ridley does not represent, warrant or undertake to find a suitable or any Candidate for each vacancy notified to it by the Client.

3.3 Olive Ridley will: (i) ensure that all Candidates have given their consent to the submission of their details for any vacancy Olive Ridley associates them to; (ii) supply the Client at the Client’s request copies of: (a) any relevant qualifications or authorisations; and (b) any non-confidential references, in Olive Ridley’s possession, except where Olive Ridley is not permitted to obtain, verify or disclose them (the Client accepts that Olive Ridley uses reasonable 3 efforts to verify the contents of such items listed at paragraphs (a) and (b), but shall not be held responsible for any information outside of its knowledge or control and that where required, Olive Ridley may ask for the Candidate to supply such information to the Client directly).

3.4 The Fee in respect of any Candidate Introduced to the Client by Olive Ridley shall be due to Olive Ridley if the Client Engages that Candidate in any capacity, regardless as to whether the Client had prior knowledge of any given Candidate.

3.5 By requesting Olive Ridley to Introduce Candidates for a specific vacancy, the Client ecognized Olive Ridley to advertise such a vacancy through any method that Olive Ridley considers appropriate.

3.6 The Client hereby ecognized Olive Ridley to use, free of charge, the Client’s name or any of its logos or trademark on Olive Ridley’s website and related marketing material, from time to time, and as it sees fit, including but not limited to: (i) for the purpose of stating that the Client is a client of Olive Ridley; and/or (ii) to enable Olive Ridley to produce fact-based case studies related to the provision of its recruitment services.

3.7 Where a Candidate seeks an introduction though Olive Ridley to a Client, or where a Client Engages a Candidate, the Candidate will pay Olive Ridley the Fee set out in Schedule 1.

4. Fee and payment

4.1 The Client and the Candidate will pay a Fee to Olive Ridley in respect of each Engagement by the Client. The Fee will be calculated as set out in Schedule 1.

4.2 The Fee will become due as per the terms set out in Schedule 1. The payment of the Fee will be made by the Client to Olive Ridley as set out in Schedule 1.

4.3 The Fee charged for the Introduction of any Candidate for an Engagement is applicable for one Engagement only. For each additional Candidate Introduced by Olive Ridley or other Engagement by the Client, a further Fee will be payable.

4.4 The Fee is for the Introduction of Candidates and a finder’s Fee only, it does not include any salary due to any Candidate. Unless the Candidate is selfemployed, it is the Client’s responsibility to account for any tax and national insurance contributions attributable to the Candidate.

4.5 Any charges for advertising, and all other charges, shall be set out in Schedule 1, or otherwise must be agreed separately in writing before the advertisement is placed and will be payable irrespective of whether a Candidate is Engaged.

4.6 If, after the Client makes an offer of Employment which is accepted by the Candidate, the Client then withdraws said offer, the Client will be liable for a cancellation fee as set out in Schedule 1.

4.7 If, following a Candidate’s unsuccessful application to the Client via Olive Ridley either: (i) the Client, without notifying Olive Ridley, Engages that Candidate in any capacity within 12 months of Olive Ridley’s Introduction of the Candidate to the Client or vice versa, or (ii) the Client or the Client’s employee, agent or subcontractor refers or Introduces that Candidate to a third party, including an Affiliate of the Client, and that third party Engages the Candidate in any capacity within 12 months of Olive Ridley’s Introduction of the Candidate to the Client or vice versa, then the Client will be liable for an Fee as set out in Schedule 1.

4.8 All amounts stated exclude VAT and any other applicable taxes, which will if applicable be charged in addition at the rate in force at the time the Client is required to make payment.

4.9 If the Client does not make a payment by the date stated in an invoice or as otherwise provided for in these Terms and Conditions, then Olive Ridley will be entitled: (i) to charge interest on the outstanding amount at the rate of 2% a year above the Bank of England’s base rate, accruing daily; (ii) to require the Client to pay, in advance, for any Recruitment Services (or any part of the Recruitment Services) which have not yet been performed; and (iii) not to perform any further Recruitment Services (or any part of the Recruitment Services).

4.10 When making a Payment the Client will quote relevant reference numbers and the invoice number.

5. Client’s obligations and
acknowledgments

 5.1 The Client acknowledges and agrees that: (i) by requesting Olive Ridley to carry out an act on its behalf, the Client ecognized Olive Ridley to act on the Client’s behalf for that purpose; and (ii) by requesting Olive Ridley to Introduce Candidates for a position, the Client recognized Olive Ridley to advertise that position, subject to the provisions of clause 3.6.

5.2 When requesting Olive Ridley to Introduce Candidates for a vacancy, the Client will provide to Olive Ridley the following information: (i) the Client’s full corporate name, address and registered number, or (if it is not incorporated) its full business and trading name and address, and the nature of its business; (ii) the nature of the vacancy, including the type of work involved, its location, the hours of work, the commencement date and the likely duration; (iii) any risks to health and safety known to the Client and the steps taken by the Client to prevent or control such risks; (iv) the experience, training, qualifications and any authorisations which are required by the Client, including any qualifications or authorisations required by law or any applicable professional body; (v) any expenses payable by or to the Candidate; (vi) the minimum rate of remuneration, the intervals of payment and any other benefits; (vii) the length of notice to which the Candidate would be entitled to receive or be required to give for termination of employment; (viii) whether the Client intends to engage the Candidate otherwise than as an employee on a contract of service; (ix) whether the vacancy entails caring for or attending one or more vulnerable persons, including persons under the age of 18 and/or any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention.

5.3 The Client will satisfy itself as to the suitability of any Candidate Introduced by Olive Ridley for the purpose of the relevant vacancy. Except as provided in law, no warranty of any kind is made or liability accepted by Olive Ridley for any failure or inappropriate action or inaction, negligence, dishonesty, misconduct or lack of skill of any Candidate.

5.4 Without prejudice to the generality of the foregoing, the Client acknowledges and agrees that it is the Client’s responsibility to: (i) take up and verify references relating to the Candidate’s qualifications, skills, character, integrity and experience; (ii) check the validity of the Candidate’s qualifications; (iii) ensure, where appropriate, that the Candidate is capable of operating any equipment or machinery to theecognizey level, and more generally is competent to carry out the tasks as per the Client’s requirements; (iv) verify any work eligibility requirements, and where appropriate, obtain any certificate of sponsorship or permit needed to enable the Candidate to work in the United Kingdom; and (v) ensure that the Candidate satisfies any medical requirements or other qualifications that may be appropriate or required by law.

5.5 The Client will notify Olive Ridley immediately on the occurrence of the first of the following events: (i) a Candidate accepts an offer of employment from the Client; or (ii) the commencement of an Engagement by a Candidate.

5.6 By agreeing to Engage or make use of a Candidate in any way, the Client will be liable for the Introduction Fee.

5.7 If the Client effectively Introduces any Candidate to any third party, whether directly or indirectly, including any Affiliate of the Client, and that Introduction results in an Engagement of the Candidate by that third party, the Client will: (i) immediately notify the Engagement to Olive Ridley; (ii) immediately provide Olive Ridley with details of the Engagement, such as pay, salary, remuneration, benefits and any other advantages or relevant information; and; (iii) pay to Olive Ridley a Fee in accordance with clause 4 and Schedule 1.

5.8 The Client: (i) confirms that it is not aware of anything which will cause a detriment to the interests of the Candidate or the Client if it Engages that Candidate to fill a vacancy; and (ii) will inform Olive Ridley immediately if it becomes aware of any circumstances which would render such Engagement detrimental to the interests of the Candidate or the Client.

6. Confidentiality

6.1 All Introductions are confidential. All work undertaken by Olive Ridley for the Client in respect of the Introduction of a Candidate to the Client will be for the private and confidential use of the Client only and should not be reproduced in whole or in part or relied upon by third parties for any use whatsoever, without the express written authority of Olive Ridley. Olive Ridley shall, at its discretion, be able to publicise any work undertaken by it for the Client within the limits of clause 3.6 above.

6.2 Each Party (‘Receiving Party’) will keep the confidential information of the other Party (‘Supplying Party’) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party will only use the confidential information of the Supplying Party for the purpose and for performing the Receiving Party’s obligations under this Agreement. The Receiving Party will inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this clause 6.2, and ensure that the Receiving Party’s officers, employees and agents meet those obligations.

6.3 The obligations of Clause 6 will not apply to any information which: (i) was known to or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party; (ii) is, or becomes, publicly available through no fault of the Receiving Party; (iii) is provided to the Receiving Party without restriction on disclosure by a third party who did not breach any confidentiality obligations by making such a disclosure; (iv) was developed by the Receiving Party, or on its behalf by a third party who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or (v) is required to be disclosed by order of a court of competent jurisdiction.

6.4 The obligations in this clause 6 will survive termination of this Agreement for a period of 5 years.

7. Data protection

7.1 The Parties will comply with their respective obligations under the Data Protection Law.

7.2 For the purposes of the GDPR and in accordance with the definitions contained at Article 4 therein, the Parties are acting as separate Controllers.

8. Warranties, liability and indemnities

8.1 The Client accepts and agrees that Olive Ridley gives no warranty as to the suitability of any Candidate for any vacancy.

8.2 Olive Ridley confirms that, in Introducing any Candidate to the Client, it is not aware of anything which will cause any detriment to the interests of that Candidate or the Client if the Client Engages the Candidate to fill the relevant vacancy.

8.3 Neither Olive Ridley nor any of its staff will be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected to the Introduction or the Engagement by the Client of a Candidate, unless such loss, damage, costs or expenses are the direct result of the negligent acts or omissions of Olive Ridley. In particular, but without limiting the generality of the foregoing, Olive Ridley will not be liable for any loss, injury, damage, expense or delay arising from or in any way connected with: (i) any failure of the Candidate to meet the Client’s requirements for all or any of the purposes for which the Candidate is required by the Client; (ii) any act or omission of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; or (iii) any loss, injury, damage, expense or delay suffered by a Candidate.

8.4 Except in the case of death or personal injury caused by Olive Ridley’s negligence, the liability of Olive Ridley under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever will not exceed the Fee paid or due to be paid by a Party to Olive Ridley under this Agreement.

8.5 Neither Party will be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.

8.6 Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law. Nothing in this Agreement excludes liability for fraud.

9. Termination

9.1 Without prejudice to the other remedies or rights a Party may have, either Party may terminate this Agreement, at any time, on written notice to the other Party (‘Other Party’): (i) if the Other Party is in material breach of its obligations under this Agreement and, if the breach is capable of remedy within 15 days, the breach is not remedied within 15 days of the Other Party receiving notice which specifies the breach and requiring the breach to be remedied; or (ii) for reasons of convenience by providing 30 days’ notice in writing to the Other Party; or (iii) if the Other Party becomes insolvent or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or re construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt. The notice will take effect as specified in the notice. Nothing in this clause will affect a Party’s right to terminate an assignment or this Agreement for breach by providing 24 hours written notice to the Other Party where such assignment or this Agreement is for a duration of 30 days or less.

9.2 On termination of this Agreement, the Client will pay for all outstanding Recruitment Services provided up to the date of termination, and for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by Olive Ridley for the performance of the Recruitment Services prior to the date of termination.

10. General

10.1 Neither Party will have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances will promptly notify the other Party in writing when such  circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 90 days, either Party may terminate this Agreement under clause 9 by written notice to the other Party.

10.2 Olive Ridley may amend or vary this Agreement at any time. Any such amendment or variation will be communicated to the Parties by email and/or by a prominent notice displayed on Olive Ridley’s website.

10.3 This Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations, or understandings between them. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.

10.4 No failure or delay by Olive Ridley in exercising any right, power or privilege under this Agreement will impair the same or operate as a waiver of the same nor will any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

10.5 This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship  between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.

10.6 If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and will not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

10.7 No Party will issue or make any public announcement or disclose any information regarding this Agreement unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of such persons to its terms. However, no Party will be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.

11. Third parties

For the purposes of the Contracts (Rights of Third Parties) Act 1999, and notwithstanding any other provision of this Agreement, this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

12. Notices

Any notice to be given under this Agreement will be in writing and will be sent by first class mail to the Olive Ridley offices at the address set out at the start of this Agreement, and to any other Party, to the email address set out when such Party creates an account with Olive Ridley.

13. Applicable law and jurisdiction.

The validity, construction and performance of this Agreement is to be governed by English law and will be subject to the exclusive jurisdiction of the English courts.