These Terms and Conditions shall apply to all introductory services provided by us, Antler Languages Ltd, of The Old Town Hall, Market Place, Oundle, Northamptonshire, PE8 4BA, hereinafter known as “the Company”. These terms are legally binding so please take time to read them carefully.
- Definitions and Interpretation
In these Terms and Conditions, the following expressions have the following meanings unless otherwise stated:
‘Agency’ means us, Antler Languages Ltd, of The Old Town Hall, Market Place, Oundle, Northamptonshire, PE8 4BA, acting as a placement agent offering an introductory service to Clients wishing to engage a Candidate;
‘Agency Fee’ is the fee charged by the Agency for the introduction and ongoing support of the Candidate;
‘Au Pair’ means any young person aged between 18 and 27 and introduced as a Candidate to the Client as part of the au pair programme in exchange for full room, board and pocket money. Au Pairs are not considered to be employees and must be welcomed as a member of the family;
‘Candidate’ is used to describe any suitable person that the Agency may introduce to the Client for au pair, nanny, mother’s help or housekeeper services;
‘Client’ means you, the person approaching the Agency wishing to engage a Candidate on a temporary or full time basis; and
‘Employed staff’ means any nanny, mother’s help or housekeeper introduced as a Candidate to become employed by the Client.
1.1 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.1.1 “writing”, and “written” includes faxes and emails;
1.1.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.1.3 “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;
1.1.4 a Schedule is a schedule to these Terms and Conditions;
1.1.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule; and
1.1.6 a “Party” or the “Parties” refer to the parties to these Terms and Conditions
1.2 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon their interpretation.
1.3 Words imparting the singular number shall include the plural and vice versa.
1.4 References to any gender shall include the other gender.
1.5 References to persons shall include corporations.
2.1 These Terms and Conditions constitute the contract between the Agency and the Client. Any request by the Client for the Agency to supply personal details relating to any Candidate which they have available for placement, will be deemed as acceptance of these terms and conditions and our Agency fees.
2.2 The Agency acts only as an agency and does not directly or indirectly employ any Candidate.
2.3 The Client agrees to notify the Agency either verbally, electronically (text or email) or in writing as soon as a placement has been offered to any Candidate.
2.4 All details provided by the Agency relating to Candidates is confidential to any person requesting such information and should not be passed to any third party, either directly or indirectly.
2.5 If any such details are passed to a third party and the Candidate is contracted by any third party otherwise than through the Agency, this will constitute a breach of our terms and conditions and the Client will become responsible for the full Agency Fee for the whole period of the engagement.
2.6 The Agency reserves the right to use its own discretion with regard to any issues arising from items not included in these terms and conditions.
2.7 No variation to these terms and conditions either expressly or implied may be made without the written consent of the Agency.
3. Agency Fees
3.1 Upon receipt of the Client’s confirmation that a Candidate, introduced to them by the Agency, is to be engaged, and such confirmation being accepted, the Client will be charged the relevant Agency Fee as outlined in the “Scale of Fees” on our registration form. The fee must be paid in pounds sterling on or before the payment due date, shown on the invoice.
3.2 Should the Client fail to notify the Agency and it is found the Candidate has been engaged, the Client will be liable to pay the relevant Agency Fee as stated above. The fee must be paid in pounds sterling on or before the payment due date, shown on the invoice.
3.3 The Client agrees that once an introduction has been made, the Client will only make an offer of work to the Candidate through the Agency. Offering a placement directly with the Candidate or through another agency will be seen as bypassing the Agency’s Fees and will therefore incur a penalty charge in addition to the standard Agency Fee.
3.4 The Client will notify the Agency if a Candidate continues after the contracted period. Any such extension will incur fees at the standard rate as described in the “Scale of Fees”.
4. Terms of Payment
4.1 Payment of invoices should be made within 14 days in pounds sterling by either bank transfer (bacs), cash or credit card. Payments must be made on or before the payment due date shown on the invoice.
4.2 Credit card payments are subject to a surcharge of 2.5%.
4.3 If payment of an invoice exceeds twenty one days from its due date the Agency reserves the right to charge interest on any outstanding payments at the rate of 8% per annum, until the account is paid in full, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. If the account is in dispute no interest charges will apply until the matter is resolved.
4.4 The Agency reserves the right to charge the cost of legal expenses, travel and other costs incurred for recovering any outstanding debt.
5.1 In the event that the Client chooses to cancel a placement that has been agreed prior to the commencement of the contract start date, the Agency reserves the right to charge 100% of the Agency Fee for work incurred.
5.2 If circumstances result in the cancellation, departure or early termination of a Candidate’s contract after commencement of the services, the Agency will offer one alternative Candidate for the remainder of the placement, provided that:
5.2.1 The cancellation, departure or early termination is within 2 weeks after commencement of the services for summer or short term Candidates with placements of 3 months or less, or within 4 weeks after commencement of the services for all other Candidates
5.2.2 The Agency Fee has been received by the payment due date shown on the invoice
5.2.3 The Agency is informed in writing of the reason for the cancellation or termination within 24 hours
5.2.4 There has been no reasonable cause for the Candidate to terminate contract such as: Unreasonable behaviour by the Client, their family or their associates, breach of contract by the Client or a change in the contract or other previously agreed elements where said change has not been agreed by the Company such as pay, location and hours (this list is not exhaustive).
5.2.5 Any subsequent replacements will be chargeable at the full rate.
5.2.6 If no suitable replacement can be found, the Agency fee will be refunded on a pro rata basis as follows:
188.8.131.52 For Au Pairs: 0-2 weeks from commencement date = 75% refund; 2-4 weeks from commencement date = 50% refund
184.108.40.206 For employed staff: 0-2 weeks from commencement date = full refund; 2-4 weeks from commencement date = 75% refund; 4-6 weeks from commencement date = 50% refund
5.3 A full refund of Agency Fees will be made if the departure of the Candidate is due to the unprofessional conduct of the Candidate within 4 weeks from commencement of the services.
5.4 No refund or reduction of the Agency Fees will be offered if the placement period is reduced or altered by the Client.
5.5 In the event that the Candidate cancels due to sudden illness or circumstances beyond the control of either the Candidate or the Agency, resulting in an inability to work of more than three days, within the first 4 weeks from commencement of the Candidate’s services, the Client should inform the Agency as soon as possible. The Agency will endeavour to find a replacement. In the rare event the Agency is unable to find a suitable replacement, any payment made will be refunded on a pro rata basis.
6 Restrictive Covenants
6.1 The Client will not, during the term of this agreement and for a period of 2 years from the expiry of this agreement, without the Agency’s prior written consent, appoint the Candidate directly in any way or cause the Candidate to be employed, engaged or appointed an employee, agent, consultant or independent contractor.
6.2 Whilst the above restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that if, taken together they are adjudged to go beyond what is reasonable in all the circumstances for the Agency’s protection but would be judged reasonable if part or parts of the wording of them were deleted or its period reduced they shall apply with such words deleted or with such modifications as may be necessary to make it valid and effective.
6.3 In the event of any breach of clause 6.1, our full Agency Fees will become immediately due and payable.
7 Client Responsibilities
7.1 With the exception of Au Pair placements, the Client is responsible for holding an employers’ liability policy of insurance and for providing Employed Staff with a contract of employment. The Agency is, under no circumstances, a party to this such contract of employment.
7.2 The Client is responsible for paying any tax, national insurance and pension contributions for Employed Staff in accordance with HMRC regulations.
7.3 The Client must confirm with the Agency that all details of the placement have been agreed between the Client and the Candidate prior to the start date of the placement. For Au Pair placements, the Agency will provide a Letter of Invitation, which must be signed by the Client and the Au Pair prior to the placement start date.
7.4 The Client is responsible for ensuring that their accommodation presents no significant risk to the health or safety of the Candidate. It is advised that a fire risk assessment is conducted before the commencement of the placement.
7.5 The Client should ensure that they give clear instructions to the Candidate regarding the care of their child. Where possible, written instructions should be supplied in respect of the administration of any medication or creams
7.6 The Client is responsible for the instruction and direction of the Candidate for the duration of the placement.
7.7 The Client is responsible for ensuring the Candidate clearly understands their needs and the Client’s expectations of the Candidate’s performance of their duties.
7.8 The Client is responsible for ensuring any vehicle provided by them for the Candidate’s use is adequately insured, licensed and roadworthy. It is the Client’s responsibility to ensure the Candidate carries a full and valid UK driving licence.
8.1 The Agency does not accept any liability for misrepresentation, loss, damage, injury, delay, claims or expense incurred directly or indirectly as a result of an act or omission by any Candidate introduced by the Agency.
8.2 The Agency will ensure that all Candidates are interviewed and that full reference checks are carried out before they are registered with the Agency. However, it is the responsibility of the Client to make their own enquiries and checks to satisfy themselves as to the suitability of any applicant.
8.3 The Agency gives no guarantee regarding the capability, character, medical condition, age or suitability of the applicant. The final responsibility for accepting and engaging the Candidate lies with the client.
8.4 The Agency reserves the right to publish any comments provided as part of client feedback with regard to the Agency services or the services of specific Candidates.
8.5 In the event of a complaint being made against either the Agency or the Candidate, the complaints procedure must be followed.
9 Ongoing Support
9.1 In the event of dissatisfaction with the Candidate, the Client should endeavour to find a resolution by speaking to the Candidate directly, clearly identifying any concern that they might have.
9.2 If this does not lead to a satisfactory outcome, the Client can contact the Agency and put in writing particulars of any grievance or dissatisfaction they may have. This should detail dates and times any event took place as well as descriptions of the event.
9.3 The Agency management will meet or arrange a telephone or video call with the Candidate within 48 hours to discuss the matters identified. This will constitute a formal hearing and minutes will be taken of all matters discussed.
9.4 The Agency will consider the points raised by both parties. If it is thought appropriate, the Agency will meet with the Client to discuss the matters raised.
9.5 If no resolution is possible, the Agency will make an informed decision based upon the evidence from all parties. This may result in the Candidate being removed and, if appropriate, a replacement found in accordance with clause 5.
9.6 If no satisfactory resolution can be achieved, the matter will be referred to an independent arbitrator.
10.1 We respect and value your privacy and also the security of your data. Information that you give to us when contacting us will be used only for the provision of the services.
10.2 In order to provide the services, the Agency may be required to share the Client’s information with Candidates and other agencies. The Client is entitled to prohibit this by way of an express written request to the Agency.
10.3 Your data is stored securely in accordance with the Data Protection Act 1998. All such data stored electronically is password protected and encrypted.
11.1 It may be necessary for the parties to have access to information that is confidential to the other (“Confidential Information”). The parties agree both during this agreement and for a period of 10 years after its termination, to hold each other’s Confidential Information in confidence. The parties agree not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any other purpose related to this Contract.
11.2 Confidential Information shall not include that:
11.2.1 which is, at the time of disclosure, in the public knowledge, or which after disclosure, becomes part of the public knowledge, except by breach of this Contract;
11.2.2. which was in the receiving party’s possession (as reflected in written records) at the time of disclosure by the disclosing party and which was not acquired, directly or indirectly, from the disclosing party;
11.2.3 which the receiving party can demonstrate; by written documents, resulted from its own research and development, independent of disclosure from the disclosing party;
11.2.4 which the party receiving the information already possesses or obtains independently in circumstances in which that party is free to disclose it;
11.2.5 or which either party is obliged to disclose to comply with any requirement of the law.
11.3 Each party agrees to use its reasonable endeavours to ensure that Confidential Information is not disclosed or distributed by its employees or agents in breach of the provisions of this agreement.
11. 4 You agree that any information received pursuant to this agreement shall be deemed subject to the non-disclosure obligations set forth herein.
12 Term and Termination
12.1 This agreement shall come into force on the agreed commencement date and shall continue for a defined term from that date, subject to the provisions of this clause 12.
12.2 Either party shall have the right, subject to the agreement and consent of the other party and exercisable by giving not less than 14 days’ written notice to the other at any time prior to the expiry of the term specified in sub-Clause 12.1 of this agreement (or any further period for which this agreement is extended) to extend this agreement for a further period.
12.3 Either party may immediately terminate this agreement by giving written notice to the other party if:
12.3.1 any sum owing to that party by the other party under any of the provisions of this agreement is not paid within 30 days of the due date for payment;
12.3.2 the other party commits any other breach of any of the provisions of this agreement and, if the breach is capable of remedy, fails to remedy it within 14 days after being given written notice giving full particulars of the breach and requiring it to be remedied;
12.3.3 the other party goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets; or
12.3.4 the other party ceases, or threatens to cease, to carry on business.
12.4 For the purposes of sub-Clause 12.3.2, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects.
12.5 The rights to terminate this agreement shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
13 Effects of Termination: Upon the termination of this agreement for any reason:
13.1 any sum owing by either party to the other under any of the provisions of this agreement shall become immediately due and payable;
13.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this agreement shall remain in full force and effect;
13.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any party may have in respect of any breach of this agreement which existed at or before the date of termination;
13.4 subject as provided in this Clause 13 of this agreement and except in respect of any accrued rights neither party shall be under any further obligation to the other; and
13.5 each party shall (except to the extent referred to in Clause 11 of this agreement) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other party any documents in its possession or control which contain or record any Confidential Information.
14 Force Majeure: Neither the Client nor the Agency shall be liable for any failure or delay in performing their obligations under this agreement where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
15 Waiver: No failure or delay by either party in exercising any of its rights under this agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of the agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
16 Set-off: Neither party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under this agreement or any other agreement at any time.
17 Sub-Contracting: We shall be entitled to perform any of the obligations undertaken by us through any other member of our group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of the Agreement, be deemed to be an act or omission of ours.
18 Time: The parties agree that with the exception of payment, the times and dates referred to in this agreement are for guidance only and are not of the essence of the agreement and may be varied by mutual agreement between the parties.
19 Relationship of the Parties: Nothing in the agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the parties other than the contractual relationship expressly provided for in this agreement.
20. Third Party Rights
20.1 No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
20.2 Subject to this Clause 20, the Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.
21 Notices: Notices shall be deemed to have been duly received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed to the address you provided to us, stamped and placed in the post and; in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
22 Entire Agreement
22.1 In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by us in writing.
22.2 This agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.
22.3 Each party acknowledges that, in entering into this agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
23 Our right to vary these terms and conditions: We have the right to revise and amend these Terms and Conditions from time to time to reflect changes in market conditions affecting our business, changes in payment methods and changes in relevant laws and regulatory requirements.
24 Severance: In the event that one or more of the provisions of this agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this agreement. The remainder of this agreement shall be valid and enforceable.
25 Consumer Rights: Nothing in these Terms and Conditions shall affect your statutory rights as a consumer.
26 Law and Jurisdiction: This Contract shall in all respects be subject to and construed in accordance with the laws of England and Wales. Any dispute between the parties to this Contract shall be referred to the exclusive jurisdiction of the courts of England and Wales.