November 2023  

1. GENERAL

 

• Definitions:
  • “Digital Saints” shall mean We Are Digital Saints LTD (12890369)
  • A “Client” shall mean any person, firm or organisation or associated organisation to whom Digital Saints have introduced a candidate.
  • A “Candidate” shall mean anyone, including members of Digital Saints’s staff introduced by Digital Saints to a Client.
  • “Data Controller” means (i) “data controller” in the Data Protection Act 1998 in respect of processing undertaken on or before 24th May 2018; and (b) “controller” in accordance with the General Data Protection Regulation (EU) 2016/679 in respect of processing undertaken on or after 25th May 2018;
  • “Data Protection Laws” means all applicable laws and regulations, as amended or updated from time to time, in the United Kingdom relating to data protection, the processing of personal data and privacy, including without limitation, (a) the Data Protection Act 1998; (b) (with effect from 25th May 2018) the General Data Protection Regulation (EU) 2016/679; (c) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications); and (d) any legislation that replaces or converts into United Kingdom law the General Data Protection Regulation (EU) 2016/679, the proposed Regulation on Privacy and Electronic Communications or any other law relating to data protection, the processing of personal data and privacy resulting from the United Kingdom leaving the European Union;
  • “Personal Data” means as set out in, and will be interpreted in accordance with Data Protection Laws;
  • “Personal Data Breach” means the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed in connection with these Terms or which relates to any Candidate;
  • An “interview” shall represent any contact between a client and a candidate whether in person, via email,    telephone, internet or video-conferencing facilities.
  • “Process” means as set out in, and will be interpreted in accordance with Data Protection Legislation and “Processed” and “Processing” will be construed accordingly;
  • Digital Saints will be acting in the capacity as an Employment Agency, as defined in the Employment Agencies Act 1973, for the purposes of these Terms of Business.

 

• The Client is deemed to have accepted these Terms of Business by agreeing to interview, interviewing or engaging without an interview, a Candidate introduced by Digital Saints.

 

• A Candidate is deemed to have been introduced to the Client when the Client has been provided with the name of a Candidate who is seeking

 

• Digital Saints comply with the provisions of the Data Protection Act 1998 and expect the Client who receives any document or communication from Digital Saints to do so in respect of the contents. Digital Saints will not accept responsibility for the failure by the Client to do so in respect of any documents or communication sent to them by Digital Saints.

 

• The person interviewing on behalf of the Client warrants that he/she is duly authorised to agree these Terms of Business on behalf of his/her company or

 

• Digital Saints endeavours to ensure the suitability of any Candidate introduced to the Client by obtaining confirmation of the Candidate’s identity; that the Candidate has the experience, training, qualifications and any authorisation which the Client considers necessary or which may be required by law or by any professional body; and that the Candidate is willing to work in the position which the Client seeks to

 

• At the same time as proposing a Candidate to the Client, Digital Saints shall inform the Client of such matters in Clause (f) as they have obtained confirmation. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any Public or Bank Holidays) following save where the Candidate is being proposed for a position which is the same as one in which the Candidate has worked within the previous five business days and such information has already been given to the Client.
• Digital Saints endeavours to take all such steps as are reasonably practicable to ensure that the Client and Candidate are aware of any requirements imposed by law or any professional body to enable the Candidate to work in the position which the Client seeks to fill.
• Digital Saints endeavours to take all such steps as are reasonably practicable to ensure that it would not be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the position which the Client seeks to fill.
• Notwithstanding clauses f (i), (ii) & (iii) above the Client shall satisfy itself as to the suitability of the Candidate and the Client shall take up any references provided by the Candidate to it or Digital Saints before engaging such Candidate. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Candidate, and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Candidate is engaged to work.
• To enable Digital Saints to comply with its obligations under f (i), (ii) & (iii) above the Client undertakes to provide to Digital Saints details of the position which the Client seeks to fill, including the type of work that the Candidate would be required to do; the location and hours of work; the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position; and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks. In addition the Client shall provide details of the date the Client requires the Candidate to commence, the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered; the intervals of payment of remuneration and the length of notice that the Candidate would be entitled to give and receive to terminate the employment with the

 

• The Client shall notify Digital Saints immediately when a Candidate introduced by Digital Saints is engaged by the

 

• If the Client interviews a candidate for employment and subsequently agrees to engage or make use of a Candidate within 6 months of introduction by Digital Saints, the client will be liable for the full Placement Fee.
• If the Client or a member of the Client’s staff, refers a Candidate introduced by Digital Saints to a third party, and within twelve months of introduction to the Client, the third party engages the Candidate in any capacity by any means, the Client will be liable for the full Placement Fee at the date of notification or discovery by Digital Saints if not notified. Interest at 4% above the Bank of England base rate, will be charged from the date of appointment until the receipt of full payment of the invoice without concession.
• If details of the Candidate’s salary and all other terms of employment have not been received by Digital Saints within seven days of notification or discovery, Digital Saints will estimate the Candidate’s salary based on current market rates. The estimate will be

 

• If any employee of Digital Saints accepts any offer of permanent employment from the Client, associated company or subsidiary thereof within six months of commencement of the successful Candidate’s employment (including the reintroduction by or use through another employment agency or Consultancy) Digital Saints will invoice the Client for a recruitment service fee amounting to 20% of the first year’s gross salary (excluding benefits, bonuses & overtime).

 

2. PLACEMENT TERMS

 

• Subsequent to the acceptance by a candidate of an offer of employment from the Client Digital Saints will send to the Client a ‘Confirmation of Offer’ form setting out the exact details of the Placement Fee to be invoiced and any other relevant information. This form must be signed and returned by fax or post to Digital Saints prior to the candidates agreed start date.

 

• Payment terms are strictly fourteen days from the date of invoice, these payment terms shall hereafter be known as the Agreed Digital Saints Payment

 

• Digital Saints reserve the right to charge interest on all overdue invoices raised from the date of invoice until the date of payment calculated at 8% above the current Bank of England base

 

• Digital Saints reserve the right by concession not to charge the client interest on the amount of the invoice if cleared funds are received in payment by Digital Saints within the Agreed Digital Saints Payment

 

• Digital Saints reserve the right that in the event that payment on any one or more invoices has not been received by Digital Saints at the address above within the Agreed Digital Saints Payment Terms, interest at the prescribed rate will be payable by the Client in full on all outstanding

 

• Fees are calculated as a percentage of the Candidate’s first year gross This includes all emoluments that form gross taxable pay, including all salary, payments, shift allowances, location weighting, and call out allowances. The Placement Fee is payable upon commencement of the Candidate’s employment

 

• For each Candidate supplied by Digital Saints and subsequently employed by the Client, a Placement Fee is charged as follows:

  Candidates Gross Remuneration (first year) = 18%  

• When instructed to act on a ‘retained’ basis by the Client for a specific search assignment (for example, Executive roles) a Recruitment Fee will be payable in equal thirds:

 

Retainer Fee	1/3 of Recruitment Fee	invoiced upon acceptance of the assignment by Digital Saints (non-
Shortlist Fee	1/3 of Recruitment Fee	refundable) invoiced upon the presentation of a pre-agreed number of
		candidates to the Client who, in the reasonable opinion of Digital Saints,
Placement Fee	1/3 of Recruitment Fee	meet the agreed Client specification (non-refundable) invoiced when a Candidate formally accepts an offer from the
		Client

  Digital Saints will not commence work on a ‘retained’ recruitment assignment unless written authorisation has been received from the Client.  

• VAT is payable on all fees at the prevailing

 

• There will be no rebate whatsoever, or replacement Candidate provided, if the Placement Fee has not been paid within the agreed Digital Saints Payment Terms or the Confirmation of Offer form has not been signed and returned prior to the commencement of the Candidate’s

 

• Subject to clause 2(j) above, if the Candidate’s employment is terminated for any lawful reason other than redundancy within the first 4 weeks of employment, Digital Saints will use best endeavours to supply the Client with a replacement Candidate, on an exclusive basis, at no further charge to the Client. In the event that no suitable candidate is found within one calendar month, Digital Saints will refund to the Client 100% of the Placement Fee. If the Candidate’s employment is terminated for any lawful reason other than redundancy between the 1st and 12th weeks of employment, Digital Saints will offer to the Client a rebate based on the periods set out below, provided that the Client supplies to Digital Saints satisfactory notification in writing of the termination and the reason therefore within seven days of such termination.

  Sliding scale rebate:       0 – 4 weeks – 100% of fee 5 – 8 weeks – 50% of fee 9 – 12 weeks – 33% of fee 13 weeks onwards – 0% of fee    

• If the Client retracts an offer of employment made to the Candidate before the start date, and subsequent to the Client having been sent the Digital Saints Confirmation of Offer form, then Digital Saints shall be entitled to invoice the Client for an administration fee amounting to 25% of the Placement Fee

 

• Digital Saints does not recognise trial or probationary periods for candidates

 

3. ADVERTISING ARRANGEMENTS

  Fees and other terms of business for advertising assignments will be agreed with the Client in writing prior to the commencement of an assignment. The Client will be responsible for payment of all advertising costs at the agreed rate.

4. VARIATION

 

• No Variation of these Terms of Business is valid without the written agreement from Digital Saints. Any agreed variation will be confirmed on the Confirmation of Offer form. If any conflict arises between these Terms of Business and any other terms of business, then these Terms of Business shall prevail unless expressly otherwise agreed in writing by Digital Saints.

 

• If the Confirmation of Offer is not signed and returned prior to the Start Date Digital Saints may at our discretion rescind any previously agreed amendments to fees, payment conditions and rebates and work to the Standard terms set out in these Terms of

 

5. DATA PROTECTION

 

• For the purposes of this clause 5 “Data Subject” means as set out in, and will be interpreted in accordance with Data Protection
• The parties hereto acknowledge that Digital Saints is a Data Controller in respect of the Personal Data of Candidate and provides such Personal Data to Client in accordance with the Data Protection Laws for the purposes anticipated by these Terms.
• The parties hereto acknowledge that Client is a Data Controller but the parties hereto are not Joint Controllers (as defined within Data Protection Legislation) save where a specific agreement is made to that effect between the parties hereto.
• The parties hereto agree that the Candidate is not Client’s Data Processor (as defined within Data Protection Legislation) save where agreed otherwise within an Assignment details and subject to additional terms and
• The parties hereto warrant to each other that any Personal Data relating to a Data Subject, whether provided by Client, Digital Saints or by Candidate, will be used, Processed and recorded by the receiving party in accordance with Data Protection
• The parties hereto will take appropriate technical and organisational measures to adequately protect all Personal Data against accidental loss, destruction or damage, alteration or
• Client will –

• comply with the instruction of Digital Saints as regards the transfer/sharing of data between the parties hereto. If Client requires Personal Data not already in its control to be provided by Digital Saints, Client will set out their legal basis for the request of such data and accept that Digital Saints may refuse to share/transfer such Personal Data where, in the reasonable opinion of Digital Saints, it does not comply with its obligations in accordance with Data Protection Legislation; and
• not cause Digital Saints to breach any of their obligations under the Data Protection

 

• In the event Client becomes aware of an actual or any reasonably suspected Personal Data Breach, it will immediately notify Digital Saints and will provide Digital Saints with a description of the Personal Data Breach, the categories of data that was the subject of the Personal Data Breach and the identity of each Data Subject affected and any other information Digital Saints reasonably requests relating to the Personal Data Breach.
• In the event of a Personal Data Breach, Client will promptly (at its own expense) provide such information, assistance and cooperation and do such things as Digital Saints may request to –

• investigate and defend any claim or regulatory investigation;
• mitigate, remedy and/or rectify such breach; and
• prevent future

and will provide Digital Saints with details in writing of all such steps taken. 5.10 Client will not release or publish any filing, communication, notice, press release or report concerning any Personal Data Breach without the prior written approval of Digital Saints.

• Client agrees it will only Process Personal Data of Candidate for the agreed purpose of provision of Services pursuant to these
• Client will provide evidence of compliance with clause 5 upon request from Digital Saints.

 

6. ENGLISH LAW

  These Terms of Business and conditions herein shall be deemed to have been made in England and shall be governed and construed according to English Law.