1. Definitions and Interpretation

   1. ’Agency’’ means Simply Private Staff, a trading style of Simply Angelic Ltd, Audley House, 13 Palace Street London, SW1E 5HX. “Agency Fee” means the fee payable to the agency for the services as set out in the terms and conditions. “Agreement” means the agreement for the provision of the services by the agency to the Client as contained in the Client Registration Form and these conditions. “Annual Salary” means the gross salary to be paid to the Applicant in a 12-month period, annualised where necessary based on the monthly salary or other periodic payment. “Applicant” means a person Introduced by the Agency to the Client for Engagement in respect of the vacancy the Agency is instructed to fill, on a temporary basis (including for reasons of maternity) or a permanent basis and whether full-time or part-time. The Agency’s staff shall automatically be deemed Applicants Introduced to the Client by the Agency in the event of an Engagement of a member of staff. “Client” means the client named on the Client Registration Form for whom the Agency has agreed to provide the Services in accordance with these conditions. “Client Registration Form” means the form to which these Conditions are annexed. “Engagement” means any engagement or employment of any description (including as defined by s.13(1)(a) of the Employment Agencies Act 1973) under an Assignment or otherwise, whether direct or indirect, under which an Applicant is due to provide any services for the benefit of the Client or to an End User including, but not limited in meaning to, an engagement or employment which is temporary or permanent in nature or through the intermediary of a limited company or by contract through a third party, and ‘Engage’ and ‘Engaged’ shall have the corresponding meaning. “Introduction” means the Client’s interview of an Applicant in person or by telephone or the passing by the Agency to the Client of a Curriculum Vitae or other information which identifies the Applicant and which leads to the Engagement of that Applicant by the Client or any third party to whom the Client has communicated the Applicant’s details, and “Introduce” and “Introduced” shall have the corresponding meaning. “Services” means the Introduction of an Applicant by the Agency to the Client in the accordance with this Agreement.
   2. Words denoting the masculine gender shall include the feminine and neuter genders and vice versa and words denoting the singular shall include the plural and vice versa.
   3. The headings in these Conditions are for convenience only and shall not affect their interpretation.
   4. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
      “Writing” includes facsimile transmission and e-mail.

2. Supply of the Services

   1. These Conditions apply to the Agreement for the supply of the Services by the Agency to the Client to the exclusion of all other terms and conditions including any terms and conditions, which the Client may propose to apply.
   2. Any variation of this Agreement (including any special terms and conditions agreed between the parties) shall be void unless agreed in writing between the parties.
   3. The Agency shall use reasonable endeavours to ensure the Introduction of an Applicant who is suitable for the Client but does not guarantee the suitability of any Applicant Introduced or supplied to the Client and accepts no liability for any loss or damage arising from any negligence, misconduct, dishonesty or lack of skill of the Applicant.

3. Responsibilities of the Client

   1. The Client shall specify their exact requirements and provide full details of the type of work, salary and period of employment for which the Applicant is required.
   2. The Client shall notify the Agency immediately in writing of any offer to Engage an Applicant and shall notify the Agency immediately in writing of the Applicant’s acceptance of such offer of Engagement and actual Engagement.
   3. The Client shall be responsible for obtaining work and other work permits, for arranging any appropriate medical examinations and for checking the medical history of the Applicant.
   4. The Client shall be responsible for the payment of the appropriate remuneration for any Applicant Engaged on a permanent, temporary, trial or any other basis, as a result of an Introduction and shall where appropriate deduct and pay National Insurance Contributions and Income Tax as applicable to that Applicant.
   5. Any information provided by the Agency to the Client in respect of an Introduction is for the use only of the Client and shall be kept confidential by the Client and not passed on to any third party looking to employ that Applicant. The passing on of information to such third party which results in that third party employing the Applicant shall render the Client liable for payment to the agency of the Agency Fee under terms of this Agreement.
   6. It is the responsibility of the Client to satisfy himself as to the suitability of any Applicant and to take up any references provided by the Applicant or the Agency and to make appropriate checks of qualifications or driving licences.
   7. The Client will be responsible for any necessary visa and travel permit application costs and processing costs, plus any travel costs associated with employing the Applicant including flights from and to the UK, and it remains the responsibility of the client to ensure that all necessary work visas are in place for the Applicant at all times.
   8. If the Client Engages an Applicant it shall be presumed to be as a direct result of the Agency’s Introduction, giving rise to a Fee, unless the Client notifies the Agency within 24 hours of the Introduction that it already knows the Applicant and provides convincing, written evidence of the same.

4. Charges

   PERMANENT STAFF
   NANNIES AND HOUSEKEEPERS  UK roles: 8 x agreed gross weekly rate. Outside UK: 10 x agreed gross weekly rate
   GOVERNESS/TUTOR/TEACHER   UK roles: 10 x agreed gross weekly rate. Outside UK: 13 x agreed gross weekly rate
   EXECUTIVE HOUSEHOLD STAFF inc House Manager, PA, Butler, Private Chef, and all Exec/managerial roles   13 x agreed gross weekly rate

   TEMPORARY STAFF
   ALL STAFF – The fee will be £50 per day / £250 per week, or 25% of total amount paid to staff, whichever is higher
   Subject to a minimum fee of £500 for all temporary positions. A trial of up to 2 weeks in total (for permanent roles) may be pre-arranged, with a prior payment of £500, which will be held on account and credited against the future invoice.
   All UK fees are inclusive of VAT at 20%, and Swiss VAT of 7.7% will be added by our Swiss SECO registered partner for placements in Switzerland.
   Where a temporary position subsequently becomes a permanent post 50% of the fees payable at that point for the temporary post will be credited against the permanent fee (in accordance with the scale of charges above) and an appropriate invoice raised and payable immediately by the client.

   1. The Agency Fee shall become due and payable to the Agency immediately upon an Applicant’s acceptance of the Client’s offer of Engagement as the result of an Introduction.
   2. The Agency Fee is payable by the Client within seven days from the date of invoice, date of acceptance of an Engagement or date of Engagement, whichever is the earlier.
   3. Any invoice remaining outstanding more than 7 days after the invoice due date may be subject to an additional penalty charge of 20% of the original invoice amount. Any invoice still remaining outstanding 30 days after the original invoice due date may be passed to our international debt collection agency and any associated legal and collection costs may be added to the amount outstanding.
   4. The Agency Fee is to be paid in full prior to the Applicant commencing an Engagement with the Client or in the case of overseas Clients before the Applicant leaves the United Kingdom to take up such Engagement and the Agency reserves the right to advise the Applicant to withdraw his or her acceptance of the offer of Engagement in the event that payment in full has not been made. In such circumstances the provisions of clause 6 hereafter shall not apply.
   5. If the Client has to delay the commencement of the Engagement of the Applicant (for example because of the birth of a baby later than expected) then the Client shall be liable to pay the Applicant the full agreed weekly salary from the agreed date to the date of actual commencement and no refund of the Agency Fee or any part thereof shall be payable.
   6. If the Client cancels a confirmed booking less than fourteen days prior to the agreed date of commencement of the Engagement, the Client shall pay the full Agency Fee payable in respect of such booking and one week’s agreed salary for the Applicant to the Agency.
   7. The Client shall pay the Applicant reasonable travelling expenses for the Applicant to attend an interview with the Client, subject to agreement before the interview by both parties.
   8. The Client shall be liable for and shall indemnify the Agency against all costs and expenses incurred by the Agency in respect of any steps, actions or proceedings made or brought against the Client by the Agency to obtain payment of outstanding Agency Fees and interest.
   9. All payments must be made in UK pounds sterling unless otherwise agreed.
   10. Should an Applicant Introduced by the Agency be rejected by the Client, or reject an offer of Engagement by the Client, a full Introduction fee will be payable if that Applicant is subsequently employed by the Client within 3 years of the date of the Introduction. If a client Engages an Applicant Introduced by The Agency but does not inform the Agency within 7 days, the fee payable will be subject to a 50% surcharge.
   11. Where an Applicant has been Engaged without informing the Agency, the Agency shall be entitled to charge the Introduction Fee based on its best estimate of the highest market level of remuneration for the position in which the Applicant has been Engaged.

5. Additional Fees

   1. If an Applicant employed by the Client on a temporary or maternity basis is re-employed by the Client within one calendar year of the termination of the original period of employment (whether such re-employment is on a temporary or permanent basis) then a further Agency Fee shall be payable by the Client to the Agency, such fee to be equivalent to the Agency Fee which would have been payable if the Agency had Introduced the Applicant to the Client at the time of re-employment.
   2. If the employment of an Applicant employed on a temporary or maternity basis is extended beyond the period specified in the Client Registration Form the Client shall be liable to pay an additional Agency Fee to the Agency, such fee being the Agency Fee which would have been payable on the Introduction of the Applicant for the extended period after deduction of the Agency Fee already paid by the Client.
   3. If the employment of an applicant employed on a permanent part-time basis is extended to full-time employment in the first year of employment then the Client shall be liable to pay to the Agency an additional Agency Fee such fee being the Agency Fee which would have been payable at the time of the Introduction in respect of full-time employment after deduction of the Agency Fee already paid by the Client.

6. Free Replacement/Refund Policy

   1. If the Applicant does not commence employment with the Client (withdraws) after accepting an Offer of Engagement in writing or if the Applicant leaves his Engagement with the Client within twelve weeks of commencing such Engagement (other than as a result of breach by the Client of the contract between the Client and the Applicant) then the following provisions shall apply:
   2. These provisions shall only apply if the Client has paid the full appropriate Agency Fee and any other charges under this agreement in full within the 7-day payment deadline.
   3. These provisions shall only apply if the Client has notified the Agency in writing within five days of the Applicant’s failing to take up the Engagement or leaving the Engagement with the Client.
   4. The Agency shall conduct one further search and Introduction of a candidate or candidates of the same type and for the same role/salary to the Client at no further agency charge (other than any travelling expenses in accordance with clause 4.7 hereof), however the client will be fully responsible for any associated visa, travel and associated costs in the Engagement of the replacement Applicant (as in 3.7 above) Should the originally Introduced applicant not have taken up or left the Engagement with the Client. Should a higher salary be offered/agreed, then the difference between the original and potential new invoice will become payable immediately. For clarity, the Agency does not, and will not, issue monetary refunds, as the fee charged is for the work carried out leading to the initial engagement of a candidate as decided by the Client. Alternatively, if unable to offer a suitable replacement (of equal or better quality than the originally employed Applicant, but within the same original job description) within 4 weeks, the Agency will offer a credit note  valid for up to 12 months, based on the following scale (subject to a minimum charge of £250):
      Applicant leaves within 2 weeks 70% Credit
      Applicant leaves within 4 weeks 40% Credit
      Applicant leaves within 8 weeks 20% Credit
      Applicant leaves within 12 weeks 10% Credit
      Applicant leaves within 26 weeks Replacement for 50% of applicable fee.
   5. The start date is the date of commencement of the engagement, whether as a trial or permanent engagement, minus any unworked weeks. The end date is the final date that the candidate is paid for or works.
   6. The provisions of clause 6.1 above shall not apply in the event that the Client has terminated the Engagement of the Applicant otherwise than on just and reasonable grounds, has not adhered to the agreed working days/hours and salary payment deadlines or if the Applicant has left the Engagement with the Client as a result of a breach by the Client of the contract (written or implied) between the Applicant and the Client.

7. Liability

   1. Except in respect of death or personal injury caused by the Agency’s negligence or as expressly provided in these Conditions the Agency shall not be liable to the Client by reason of any representation (unless fraudulent) or any implied warranty condition or other term or any duty at common law or under the express terms of this agreement for any loss of profit, loss of business or any indirect special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Agency or its employees or agency otherwise) which arise out of or in connection with the provision of the Services and the entire liability of the Agency under or in connection with this agreement shall not exceed the amount of the Agency Fees paid for the provision of the Services except as expressly provided in these Conditions.

8. Termination

   1. Either party may (without limiting any other remedy) at any time terminate this agreement by giving written notice to the other if the other party commits any breach of these conditions and (if capable of remedy) fails to remedy the breach within thirty days after being required by written notice to do so or if the other goes into liquidation or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.
   2. In the event that the Agreement is terminated by the Agency under this clause, the Client shall not be entitled to any refund of the Agency Fee already paid and any Agency Fees due at the date of termination and interest thereon and all other sums due to the Agency will immediately become payable in full

9. General

   1. These Conditions together with the terms set out in the Client Registration Form constitute the entire agreement between the parties and supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions expressed or implied by statute or otherwise are excluded to the fullest extent permitted by law.
   2. Neither party may assign transfer or in any way make over any of its rights or obligations to any third party without the written consent of the other party.
   3. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such address as any at the relevant time has been notifies pursuant to this provision to the party giving the notice.
   4. 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 any breach of the Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
   5. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
   6. English law shall apply to this agreement and the parties agree to submit to the jurisdiction of the English courts.
   7. It is not intended that any of the terms of this agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.

Revised 21/03/2019