Recruitment Terms of Business

Fieldfisher's recruitment terms of business for permanent and fixed-term positions or for offers of A, B or C equity membership ("Terms of Business") 
These Terms of Business shall apply between (a) Fieldfisher LLP and any Group Entity ("Fieldfisher") and (b) the recruitment agency that has provided to Fieldfisher a person's CV or partner profile document (the "Agency") (together referred to as the "Parties" and each separately referred to as "Party"). 

1. Definitions
In these Terms of Business the following expressions will have the following meanings:
"Admission Date" means the start date of the Candidate's Equity Membership with Fieldfisher;
"Appointment" means the hiring of a Candidate by Fieldfisher to a Permanent or Fixed-term Employment or a Candidate joining the Equity Membership following an Introduction;
"Business Services" means the non-fee-earning departments of the Firm that support the running of the Firm. These departments are CSR, Document Production, Facilities, Finance, Human Resources, Information Security, IT, Knowledge and Information Services, Marketing, and Risk Management.   Business Services encompasses the Paralegal and Secretarial population of the Firm.
"Candidate" means the person for whom the Agency has provided to Fieldfisher a CV or partner profile document; 
"Contract Start Date" means the sooner of the date on which these Terms of Business are signed by the Agency or the date of receipt by Fieldfisher of the Candidate's CV or partner profile document from the Agency;  
"Data Protection Laws" means Regulation 2016/679 (the General Data Protection Regulation) and any implementing, supplemental or replacement legislation in the UK;
"Employment Commencement Date" means the start date of the Candidate’s employment or Equity Membership with Fieldfisher;
"Equity Member" means a member of the Equity Membership;
"Equity Membership" means being a member of the A, B or C equity membership of Fieldfisher;
"Group Entity" means any company, limited liability partnership or other legal entity which is owned or controlled by Fieldfisher LLP, and any subsidiary of any of them or holding company of any of them, and any subsidiary of such holding companies;
"Fixed-term Employment" means direct employment with Fieldfisher or any Group Entity on a fixed-term basis;
"Introduction" means the supply of a Candidate's CV or partner profile document to Fieldfisher by the Agency via any method and "Introduced" and "Introducing" shall be interpreted accordingly;
"Introduction Fee" means the fee to be paid by Fieldfisher to the Agency in accordance with Clause 5;
"Key Contact" means the individual at the Agency who is the main point of contact for Fieldfisher;
"Permanent Employment" means direct employment by Fieldfisher on a permanent basis;
"Recruitment Manager" means the manager who has responsibility for the recruitment process at the Firm within the Human Resources department.
"Regulations" means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;
"Temporary Worker" means a person who is engaged under a contract of services or for services either directly with the Agency or through a limited company;
"Vacancy" means a vacancy for a Fixed-term or Permanent role within Fieldfisher or any of its Group Entities or a vacancy for an Equity Member; and
"Valid Invoice" means an invoice from the Agency to Fieldfisher which complies with the requirements set out in Clause 6.1.

2. Scope
2.1 These Terms of Business form the basis of the relationship between the Parties in relation to any Introduction.   
2.2 These Terms of Business do not apply to the supply of Temporary Workers which are covered by separate business terms. 
2.3 These Terms of Business shall be deemed to be accepted by the Agency on the Contract Start Date. The Agency acknowledges that Fieldfisher will not deal with the Agency on the basis of any contractual terms except for these Terms of Business. The Agency acknowledges and agrees that no other terms will apply to any Introductions made to Fieldfisher by the Agency. These Terms of Business will commence on the Contract Start Date and (subject to termination as provided below) shall continue until and unless terminated by either Party in accordance with Clause 15. If the Agency does not agree with these Terms of Business then the Agency cannot Introduce any Candidate to Fieldfisher.

3. Introduction of Candidates
3.1 When Introducing a Candidate to Fieldfisher, the Agency will obtain confirmation of the Candidate’s:
(a) identity (including proof of name and address); 
(b) right to work in the UK;
(c) experience, training, qualifications and any authorisation which Fieldfisher considers necessary for the Candidate to possess in order to work in the relevant position; 
(d) willingness to work in the relevant position; and
(e) consent to submit their CV to Fieldfisher for the relevant position(s).
3.2 The Agency will ensure so far as is reasonably practicable that each Candidate has the right skills, experience and expertise for the position and take such steps as Fieldfisher may reasonably require to verify the honesty and integrity of the Candidate. If required by Fieldfisher, the Agency shall also carry out reasonable security checks on the Candidate.  
3.3 The Agency undertakes that it has established references for the Candidate. The references shall be for no less than three years in duration immediately prior to submission to Fieldfisher and where there are any gaps in this period then verification will be undertaken by the Agency. Where the Agency is unable to establish references for the last three years, it shall immediately notify Fieldfisher.
3.4 For the avoidance of doubt, the Parties agree that this is not an exclusive appointment and that Fieldfisher is under no obligation to employ a Candidate Introduced by the Agency and may require from the Agency further proposed Candidates as an alternative or seek alternative Candidates for the same position from other agencies.

4. Recruitment Process
4.1 Introduction
4.1.1 A Candidate will only have been Introduced to Fieldfisher by the Agency if the Candidate’s CV or partner profile document has been submitted for a specific Vacancy via the online portal (at https://www.allhires.com/FieldFisher/) or via email to the Recruitment Manager.  If the Candidate’s CV or partner profile document has been submitted to Fieldfisher by the Agency speculatively, the submission will only be treated by Fieldfisher as an Introduction if a suitable Vacancy within Fieldfisher is identified either by the Agency or by Fieldfisher within one month of the date of submission and the Candidate attends a first interview during this period.  
4.1.2 A Candidate will only have been Introduced to Fieldfisher by the Agency if: 
(a) the Candidate’s CV or partner profile document has not previously been submitted to Fieldfisher by the Agency, another agency or otherwise supplied to Fieldfisher at any time; and 
(b) Fieldfisher has not previously been in communication or contact with the Candidate about the Vacancy or any other role, employment or membership at Fieldfisher in the last 12 months.
4.2 Ownership of Candidates
4.2.1 Once an Introduction has been made by the Agency, the Agency will have ownership of the Candidate for a fixed period of six months from the date of Fieldfisher's receipt of the Candidate's CV or partner profile document. 
4.2.2 The Agency agrees and acknowledges that such Introduction is strictly limited to the particular role and department of Fieldfisher in which the specific Vacancy is at the time of Introduction or in which the suitable Vacancy is identified in accordance with Clause 4.1.1. 
4.2.3 Candidate ownership is applicable where the agent has specifically gained Candidate permission to submit their CV or partner profile to Fieldfisher for the specific role. The Agency will share accurate and factual feedback to the Candidate on the reasons the application is or is not being progressed.
4.2.4 In cases where a Candidate is submitted by more than one agency to Fieldfisher, the agency whose submission was made first in time by the proper means as outlined in 4.1.1 shall be deemed to have Introduced the Candidate to Fieldfisher. 

5. Introduction Fee
5.1 Scope
5.1.1 If Fieldfisher makes an Appointment of a Candidate Introduced by the Agency and the Candidate accepts such Appointment, the Agency shall be entitled to and Fieldfisher shall pay the Agency an Introduction Fee as set out in Annex A to these Terms of Business which represents a percentage of the Candidate’s gross basic salary or fixed profit share (in the case of an Equity Member) for the first year of their employment or membership with Fieldfisher or such Group Entity subject to Clauses 5.2, 6 and 7 below. 
5.1.2 For the avoidance of doubt, basic salary or fixed profit share does not include bonus (which is discretionary), commission payments or any other benefits that may be offered to the Candidate as part of their remuneration package (including without limitation holiday entitlement, healthcare, pension and car allowance). 
5.2 Apportionment of the Introduction Fee
5.2.1 If a Candidate accepts Fixed-term Employment of less than 12 months, the Introduction Fee will apply pro-rata to the duration of the fixed term period. However, if the Candidate’s employment is extended beyond the initial fixed term period, a further fee will apply pro-rata to the extended period up to a maximum cumulative amount of 12 months.  Thereafter, no further Introduction Fee will be payable.  
5.2.2 If the Candidate (a) resigns or (b) is dismissed for any reason, within 90 calendar days of the Candidate’s Employment Commencement Date or Admission Date then Clause 7 below shall apply in relation to the Introduction Fee. 

6. Payment
6.1 All valid invoices made to Fieldfisher must be sent to the Fieldfisher HR Department. All invoices must include the name of the Candidate introduced and only the invoiced amount should appear on the invoice itself ("Valid Invoice"). 
6.2 Subject to Clauses 6.3 and 6.4 below the Agency’s invoices will be paid by Fieldfisher within 30 days of receipt of a Valid Invoice. 
6.3 If Fieldfisher disputes an invoice, or part of an invoice, issued by the Agency, then Fieldfisher will notify the Agency of the dispute and the reasons for the dispute.  Fieldfisher will not delay or withhold payment of any undisputed part of the invoice but may withhold payment of the disputed part(s) of the invoice until the dispute is resolved.
6.4 Fieldfisher may off-set part or all of any payment due to the Agency under this agreement against any amounts due from the Agency to Fieldfisher including any refund owed to Fieldfisher pursuant to Clause 7.1.

7. Rebate Period
7.1 Where any Candidate placed by the Agency with Fieldfisher ceases to be employed by Fieldfisher or ceases to be an Equity Member within 90 calendar days of the Candidate’s Employment Commencement Date or within 210 calendar days of the Equity Member's Admission Date, a refund of the Introduction Fee will be payable by the Agency to Fieldfisher. Such a refund will not be payable if the Candidate is made redundant or ceases employment or membership on the grounds of ill health or in circumstances where there have been significant or material changes to the Candidate’s original terms of employment or membership. If the Agency Introduces a suitable replacement Candidate within one month of the leaving date of the original Candidate, and Fieldfisher employs that replacement Candidate in the original Candidate’s role within 6 months of the original Candidate's, no refund will be payable to Fieldfisher, however no Introduction Fee will be payable by Fieldfisher to the Agency in respect of the replacement Candidate. The provisions of this Agreement will then apply in respect to the replacement Candidate as if he/she had been the original Candidate.
7.2 The following rebate period will apply to all Candidates (including replacement Candidates) from the Candidate’s (or replacement Candidate’s) Employment Commencement Date or Admission Date:  
All fee earners (excluding Equity Members) and Business Services hires:
(a) 0 – 30 calendar days: 100% refund
(b) 31 – 60 calendar days: 60% refund
(c) 61 – 90 calendar days: 30% refund
Equity Members hires:
(a) 0 – 90 calendar days: 100% refund
(b) 90– 180 calendar days: 60% refund
(c) 180 – 270 calendar days: 30% refund
7.3 In the event that a refund is payable by the Agency to Fieldfisher, Fieldfisher will notify the Agency of the amount of the refund and the Agency will issue Fieldfisher with a refund for the said amount within 28 days of such notification. 

8. Code of practice
8.1 The Agency and Fieldfisher agree to abide by the guidelines as set by REC Members' Code of Good recruitment Practice, available at: www.rec.uk.com

9. Confidentiality
9.1 Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party or the Group Entity, except as permitted by Clause 9.2.
9.2 Each Party may disclose the other Party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under or in connection with these Terms of Business. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party's confidential information comply with this Clause 9; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 No Party shall use any other Party's (or the Group Entity's as applicable) confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms of Business.

10. Data protection
10.1 In this Clause, the following terms shall have the following meanings: 
(a) "controller", "processor", "data subject", "personal data", "processing" (and "process") and "special categories of personal data" shall have the meanings given in Applicable Data Protection Law; and
(b) "Applicable Data Protection Law" shall mean any legislation in force from time to time in the United Kingdom which implements the European Community's Directive 9546 EC and Directive 2002/8/EC, including but not limited to the electronic communication (EC Directive) Regulations 2003, the Data Protection Act 2018; and The General Data Protection Regulation (EU) 2016/679. 
(c) Disclosure of data:  The Agency will disclose the personal data described in Terms of Business (the "Data") to Fieldfisher to process and use only for the purposes described in Terms of Business (or as otherwise agreed in writing by the parties) (the "Permitted Purpose").  
10.2 Relationship of the Parties:  The Parties acknowledge that the Agency is a controller of the Data it discloses to Fieldfisher, and that Fieldfisher will process the Data as a separate and independent controller strictly for the Permitted Purpose. In no event will the Parties process the Data as joint controllers.  Each Party shall be individually and separately responsible for complying with the obligations that apply to it as a controller under Applicable Data Protection Law.
10.3 Security:  Each party shall implement appropriate technical and organisational measures to protect the Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Data (a "Security Incident").  
10.4 The Agency is required to log their Candidate's CV on Fieldfisher's candidate database (Allhires) to facilitate the storage of this data. This does not apply to Candidate's for Equity Member roles.  
10.5 Subcontracting:  Fieldfisher may, at its election, appoint third party processors to process Data for the Permitted Purpose, provided that such processors: (a) agree in writing to process Data in accordance with Fieldfisher's documented instructions; (b) implement appropriate technical and organisational security measures to protect the Data against a Security Incident; and (c) otherwise provide sufficient guarantees that they will process the Data in a manner that will meet the requirements of Applicable Data Protection Law.
10.6 International transfers:  Fieldfisher shall not process any Data (nor permit any Data to be processed) in a territory outside of the European Economic Area ("EEA") unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. Such measures may include (without limitation) transferring the Data to a recipient in a country that the European Commission has decided provides adequate protection for personal data, to a recipient that has achieved binding corporate rules authorisation in accordance with Applicable Data Protection Law, to a recipient in the United States that has certified compliance with the EU-US Privacy Shield framework, or to a recipient that has executed standard contractual clauses adopted or approved by the European Commission.
10.7 Please refer to our Privacy Policy: http://www.fieldfisher.com/data-protection-and-privacy-policy
10.8 Investigations: Except where and to the extent prohibited by applicable law, each party ("Notifier") will inform the other promptly, and in any event within three (3) business days of any inquiry, communication, request or compliant relating to Notifier's processing of the personal data transferred to it under these Terms of Business by the other party which is received from: (i) any governmental, regulatory or supervisory authority, (ii) any data subject or (iii) any other person or entity. 
10.9 Survival:  This Clause shall survive termination or expiry of these Terms of Business.  Upon termination or expiry of these Terms of Business, Fieldfisher may continue to process the Data provided that such processing complies with the requirements of this Clause and Applicable Data Protection Law.

11. Discrimination
11.1 The Agency shall not unlawfully discriminate either directly or indirectly against any Candidate on the grounds of disability, age, gender, marital status, race, colour, ethnic or national origin, religion or other belief, or sexual orientation, and shall take all reasonable steps to secure the observance of the provisions contained in this Clause by all employees, agents and sub-contractors of the Agency.
11.2 The Agency agrees to monitor the Candidates that it Introduces to Fieldfisher for equal opportunity purposes and, on request from Fieldfisher, the Agency will provide Fieldfisher with the monitoring data. 

12. Non-Solicitation
The Agency agrees not to approach, contact or deal with, whether directly or indirectly, any employee or Equity Member of Fieldfisher (including any Candidate who has accepted Permanent or Fixed-term Employment or an offer of membership) in relation to any offer, proposal or service that may be considered (in the reasonable opinion of Fieldfisher) to encourage the employee/Equity Member to consider other offers of employment or membership unless contact is with the prior written consent of Fieldfisher or has been initiated by the employee/Equity Member (and in the latter case only in circumstances where there is no breach of Fieldfisher's confidentiality and no conflict of interest with the Agency's obligations under these Terms of Business or otherwise of its obligations to Fieldfisher). 

13. Non-exclusivity
13.1 The Agency acknowledges that these Terms of Business do not constitute an exclusive arrangement between Fieldfisher and the Agency and Fieldfisher does not guarantee any committed level of business.

14. Management Reporting
14.1 The Agency will notify the Fieldfisher HR Department following the Contract Start Date of the name and contact details of its Key Contact. Should the Key Contact leave the Agency, the Agency shall notify immediately the Fieldfisher HR Department of the name and contact details of the replacement contact.
14.2 As and when requested by Fieldfisher, the Key Contact shall meet with a member of the Fieldfisher HR Department at regular intervals to agree service levels. These service levels will not confer any legal obligations on either Party but will provide both Parties with an understanding of what constitutes an acceptable level of service.

15. Termination
15.1        Either Party may terminate these Terms of Business for whatever reason at any time by giving to the other one month’s notice in writing.
15.2 Fieldfisher may terminate these Terms of Business with immediate effect on written notice to the Agency if the Agency:
(a) commits a material or persistent breach incapable of remedy; 
(b) commits a material or persistent breach capable of remedy and fails to remedy the same within 21 days of being notified of such breach; or
(c) ceases to carry on business, is declared insolvent, bankrupt or enters into suspension of payments or makes any arrangement with creditors, enters into liquidation whether compulsorily or voluntarily (except for the purpose of reconstruction or amalgamation) or has a receiver appointed over the whole or substantially the whole of its assets, or allows any execution to be levied over its goods, unless the insolvency, bankruptcy, liquidation, suspension of payments or receivership is lifted within 30 days.

16. Indemnity and Liability 
16.1 The Agency shall indemnify and keep indemnified Fieldfisher and any Group Entity against any losses, claims, costs (including legal costs), damages and proceedings made against it or any Group Entity by any person in respect of any liability incurred by Fieldfisher or any Group Entity arising from or in connection with the Introduction of a Candidate by the Agency or any deficiency or inaccuracy in the information which the Agency provided or is required to provide to Fieldfisher in relation to any of the Candidates.
16.2 Without prejudice to clause 16.6, in no event shall Fieldfisher be liable to the Agency for: (i) any indirect, special or consequential loss; or (ii) any loss of profits, loss of business, depletion of goodwill or similar loss (whether direct, indirect, special or consequential), howsoever caused (including as a result of negligence) under or in connection with this Agreement. 
16.3 Without prejudice to clause 16.6, Fieldfisher’s liability under or in connection with this Agreement or otherwise, shall be limited in respect of any one or more claims in each year of the duration of this Agreement to an aggregate amount equal to the total fees paid or payable by Fieldfisher during that year (and for these purposes, a “year” shall be each consecutive period of 12 months starting on the Contract Start Date and each anniversary of the Contract Start Date). 
16.4 The Agency will, prior to the Contract Start Date and at its own cost, take out and maintain during the term of this Agreement employer’s liability, public liability, and professional indemnity insurance (the “Required Insurance Policies”).
16.5 The Agency shall maintain the Required Insurance Policies with reputable insurers and shall provide written evidence of such insurance and the payment of any relevant premiums to Fieldfisher upon demand.
16.6 Nothing in this Agreement limits or excludes a party's liability for:
(a) any death or personal injury caused by its negligence;
(b) any fraud or fraudulent misrepresentation; 
(c) its wilful default or wilful abandonment of this Agreement or any part of it; or
(d) any statutory or other liability which cannot be excluded under applicable law.

17. Dispute resolution
17.1 In the event that a dispute or difference arises out of or in relation to these Terms of Business, such dispute or difference shall first be referred for resolution to:
(a) in the case of Fieldfisher: the Recruitment Manager
(b) in the case of the Agency: Key Contact
17.2 If the above are unable to resolve the dispute or difference within two weeks, the dispute or difference shall be referred for resolution to:
(a) in the case of Fieldfisher:  HR Director
(b) in the case of the Agency: the line manager of the Key Contact
17.3 The Parties may from time to time provide each other with notice in writing of replacements for the personnel identified in this Clause. 
17.4 Nothing in this Clause shall prevent or restrict the right of either Party to seek interim or injunctive relief.

18. Relationship with Fieldfisher
18.1 These Terms of Business are not intended to create a relationship of principal, partnership or joint venture, and the Agency does not have any authority to negotiate or enter into any contracts on behalf of Fieldfisher.
18.2 Neither Party is entitled to assign these Terms of Business without the prior written consent of the other.  
18.3 The Agency shall comply fully with its obligations to Fieldfisher under the Regulations.  For the purposes of the Regulations, the Agency is an Employment Agency. 

19. Rights of third parties
19.1 Any Group Entity may enjoy the benefit and enforce the terms of these Terms of Business in accordance with the Contracts (Rights of Third Parties) Act 1999.  Notwithstanding this, the Parties to these Terms of Business do not require the consent of any Group Entity to rescind or vary these Terms of Business at any time, even if that variation or rescission affects the benefits conferred on such Group Entity.

20. Amendments
20.1 No amendment to these Terms of Business will be effective unless agreed in writing and signed by the authorised representatives of both Fieldfisher and the Agency.

21. Entire Agreement
21.1 These Terms of Business contain the entire agreement between Fieldfisher and the Agency and unless otherwise agreed in writing by the Fieldfisher HR Department, these Terms of Business shall prevail over any terms of business or conditions put forward by the Agency.
21.2 The Parties agree and acknowledge that these Terms of Business supersede any and all previous agreements made between the Parties, including the Agency's standard terms of business.

22. Governing Law and Jurisdiction
22.1 These Terms of Business shall be governed by and construed in accordance with the laws of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.    

Annex A to Fieldfisher's Terms of Business