Terms of Business

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Services & Fee Structure

Xchangeteam Group offers freelance and permanent resourcing services in integrated marketing, media, PR & communications, internal communications, public affairs, design, editorial, digital, events, advertising and technical. 

Our service to you will include:

• Meetings to discuss your requirements
• Access to a growing bank of freelance and permanent talent
• Advertising online and offline, where appropriate
• The power of a team of agents combining industry and resourcing experience
• Expert matching of your brief to CVs so you are not inundated
• Thorough vetting via face-to-face interviews and reference checking
• After-care service
• Transparent pricing policy with fully itemised invoices and no hidden charges
• Online timesheet and tracking system
• Innovative marketing to attract the best talent – over £250k spend
• Service with integrity: Xchangeteam Pledge and REC governance

For this service, Xchangeteam Group fees are 25% for both freelance and permanent placements from junior to board level regardless of salary.

2% discount if you give us an exclusive head-start of two weeks for permanent briefs and one week for freelance briefs

If you have been working successfully with Xchangeteam Group for six months, please discuss with your agent whether you qualify to join our Client Partner Programme which will entitle you to further benefits and cost saving initiatives

Xchangeteam operates two types of retained assignments both at a fee of 25%. Fees are split as a non-refundable third upfront and the balance on placement.

Advertised Assignments - benefit from our media planning and buying expertise, discounted ad rates, design services, first screening of responses
Search – for assignments of a more complex nature, where the vacancy requires a person with particular skills, a special "search" is implemented.

Xchangeteam offers two discounted schemes in recognition of the current skills shortage.

• Next Generation - eight week trial, of pre-screened graduates with three to six months work experience and a degree, during which no fees are payable to Xchangeteam Group.
• InterXchange - discounted day rates of English speaking, non-UK professionals with two+ years relevant experience, for an initial two week “fee-free” trial period during which no fees are payable to Xchangeteam Group.

Additional Consultancy services

• Training - bespoke training programmes by our inhouse training professionals eg The Recruitment Process, How to Interview, Key Account Management,
• Managed Resourcing Service – outsourcing the management of all your recruitment requirements to maximise value and quality.
• People Resource Planning - planning your people resource strategy to ensure that you get the right balance between freelance and permanent staff and maximise your budgets – as outlined in our CEO‟s book, “Talent on Tap”.
• HR Services - we offer a range of services from psychometric profiling to outplacement in conjunction with our HR partner, all at a 10% discount.

Definitions

“Assignment” means the period during which a consultant is supplied to the Client;
“Client” means the person, firm or corporate body together with any subsidiary or associated company as defined by the Company Act 1985;
“Company” means Xchangeteam Group Limited and its subsidiaries of 20-22 Stukeley Street, London WC2B 5LR; for Consultants paid directly by the Client or via a limited company the Company acts as an Agency, for Consultants paid by the Company via PAYE the Company acts as an Employment Business;
“Consultant” means the individual or company who is introduced by the Company to the Client; “Engagement” means the engagement, employment or use of the Consultant by the Client or any third party on a permanent or freelance basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or any other engagement, directly or through a limited company of which the Consultant is an officer or employee;
“Introduction” means (i) the Client's interview of a Consultant in person or by telephone, following the Client‟s instruction to the Company to search for a Consultant; or (ii) the passing to the Client of a curriculum vitae or information which identifies the Consultant; and which leads to an Engagement of that Consultant;
“Introdution Fee” means the fee payable in accordance with these terms of business and Regulation 10 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003;
“Remuneration” includes base salary or fees, guaranteed bonus and commission earnings, allowances, inducement payments and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Consultant for services rendered to or on behalf of the Client
“Transfer Fee” means the fee payable in accordance with Regulation 10 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003

1. General and Contract

1.1. Unless the context otherwise requires, references to the singular include the plural. The headings contained in these Terms are for convenience only and do not affect their interpretation.

1.2. These Terms constitute a contract between the Company and the Client and are deemed to be accepted by the Client by virtue of an Introduction to, or the Engagement of a Consultant or the passing of any information about the Consultant to any third party following an Introduction.

1.3. These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by the Company, these Terms prevail over any other terms of business between the parties.

1.4. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between the Company and the Client and are set out in writing.

1.5. These Terms are governed by the Law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.

2. For the Introduction of Permanent or Freelance Staff Paid Directly by the Client

2.1. Notification and Fees

2.2. The Client agrees:

• To notify the Company immediately of any offer of an Engagement which it makes to the Consultant
• To notify the Company immediately that its offer of an Engagement to the Consultant has been accepted and to provide details of the Remuneration to the Company; and
• To pay the Company's fee within 14 days of the date of the invoice. The fees will be charged in advance. The Company may charge interest on late paid fees in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

2.3. The fee payable to the Company by the Client for an Introduction resulting in an Engagement is calculated, in accordance with the attached Fee Structure, as 25% of the Remuneration applicable during the first 12 months of the Engagement. VAT will be charged on the fee if applicable.

2.4. In the event that the engagement is for a fixed term of less than 12 months, the fee payable will apply pro rata. If the Engagement is extended beyond the initial fixed term or if the Client re-engages the Consultant within 6 months from the date of termination of the Engagement the Client shall be liable to pay a further fee based on the additional Remuneration applicable for the subsequent Engagement.

2.5. Guarantee

2.6. In order to qualify for a rebate, the Client must pay the Company‟s fee within 14 days of the date of the invoice and must notify the Company in writing of the termination of the Engagement within 7 days of its termination. The rebate shall apply during the first 8 weeks of the Engagement and a rebate of 12.5% will be allowed against the Company‟s fee for each complete week of the initial 8 week period not worked by the Consultant.

2.7. Introductions

2.8. Introductions of Consultants are confidential. The disclosure by the Client to a third party of any details regarding a Consultant introduced by the Company which results in an Engagement with that third party within 6 months of the Introduction renders the Client liable to the payment of the Company‟s fee as set out in the Fee Structure with no entitlement to any rebate.

2.9. An introduction fee calculated in accordance with the Fee Struture will be charged in relation to any Consultant engaged as a consequence of or resulting from an introduction by or through the Company, whether direct or indirect, within 6 months from the date of the Company‟s Introduction.

2.10. Where the actual Remuneration is not known the Company will charge a fee calculated in accordance with the Fee Structure on the minimum level of Remuneration applicable for the position in which the Consultant has been engaged.

2.11. Suitability and References

2.12. The Company endeavours to ensure the suitability of any Consultant introduced to the Client by obtaining confirmation of the Consultant‟s identity; that the Consultant 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 Consultant is willing to work in the position which the Client seeks to fill.

2.13. At the same time as proposing a Consultant to the Client the Company shall inform the Client of information regarding the suitability of the Consultant that they have obtained.

2.14. The Company endeavours to take all such steps as are reasonably practicable to ensure that the Client and the Consultant are aware of any requirements imposed by law or any other professional body to enable the Consultant to work in the position which the Client seeks to fill.

2.15. The Company 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 Consultant for the Consultant to work in the position which the Client seeks to fill.

2.16. Notwithstanding the above clauses the Client shall satisfy itself as to the suitability of the Consultant and the Client shall take up any references provided by the Consultant to it or the Company before engaging such Consultant. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, medical or otherwise, by the law of the country where the Consultant is engaged to work.

2.17. To enable the Company to comply with its obligations above, the Client undertakes to provide to the Company details of the position which the Client seeks to fill, including the type of work that the Consultant would be required to do; the location and hours of work; the experience, training, qualifications and any other authorisation which the Client considers necessary or which are required by law or any professional body for the Consultant 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.

2.18. Liability

2.19. The Company shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with the Company seeking a Consultant for the Client or from the Introduction to or Engagement of any Consultant by the Client or from the failure of the Company to introduce any Consultant. For the avoidance of doubt, the Company does not exclude liability for death or personal injury arising from its own negligence.

3. For the Introduction of Freelance Staff Paid by the Company

3.1. Charges

3.2. The Client agrees to pay such daily and hourly charges of the Company as shall be notified to agreed with the Client. The daily and hourly charges are calculated according to the number of days and hours worked by the Consultant and comprise the Consultant‟s daily and hourly rate, and if applicable Employer‟s National Insurance and Statutory Holiday Pay at the prevailing rate. The charges also include the Company‟s fee that is calculated as a percentage of the Consultant‟s daily and hourly rate and if applicable Employer‟s National Insurance and Statutory Holiday Pay. Statutory Holiday Pay, if applicable, will either be invoiced inclusive with the daily charge and Employer‟s National Insurance, or alternatively, invoiced monthly in arrears. VAT will be charged on all the charges if applicable.

3.3. The charges and fees are invoiced to the Client on a weekly in arrears basis and are payable within 14 days. The Company may charge interest on late paid fees in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

3.4. Timesheets

3.5. At the end of each week of an Assignment the Consultant will submit a timesheet online for the days and hours that have been worked that week. The Client shall approve the timesheet online.

3.6. If the Client disputes the time submitted for approval by the Consultant, the Client shall inform the Company of the dispute and the reason for the dispute and will co-operate with the Company to establish the time that the Consultant has worked. The Client shall not be entitled to decline to approve a timesheet on the basis that he is dissatisfied with the work performed by the Consultant.

3.7. Failure to approve a timesheet does not absolve the Client‟s obligation to pay the charges in respect of the time worked. Timesheets that are unapproved by midday on Tuesday relating to time worked the previous week will be automatically approved by the Company and the Client will be invoiced the corresponding charges.

3.8. Payment of the Consultant

3.9. The Company assumes responsibility for paying the Consultant and where appropriate, for the deduction and payment of National Insurance Contributions and PAYE Income Tax applicable pursuant to sections 44-47 of the Income Tax (Earnings and Pensions) Act 2003.

3.10. Transfer fees where the Consultant has been supplied

3.11. In the event of the Engagement by the Client of a Consultant supplied by the Company either directly or pursuant to being supplied by another employment business, during the Assignment or within whichever is the longer of either:

• 14 weeks from the start of the first Assignment (each new Assignment where there has been a break of more than 42 days (6 weeks) since the end of the previous Assignment shall also be considered to be the „first Assigment‟ for these purposes); or
• 8 weeks from the day after the last day the Consultant worked on the Assignment the client shall be liable, to either an extended period of hire or a Transfer Fee the length or amount of which is to be agreed between the Company and the Client.

3.12. The Client must give the Company 7 days written notice in advance of the Engagement if the Client elects to take the Consultant for the period of extended hire.

3.13. If the Client does not give such notice before the Consultant is Engaged the parties agree that the Transfer Fee shall be due.

3.14. If the parties do not agree a period of extended hire or a Transfer Fee in accordance with 3.11 then the following shall be deemed to have been agreed:

3.15. The length of the extended period of hire shall be 1 month during which the Client shall pay the current daily and/or hourly charge agreed pursuant to 3.2 for each day and/or hour the Consultant is so employed or supplied; or

3.16. The amount of the Transfer Fee shall be 20% of the Remuneration applicable during the first 12 months of the Engagement or, if the actual amount of the Remuneration is not known, the daily charges agreed pursuant to above multiplied by 50 times the daily charge. No refund of the Transfer Fee will be paid in the event that the Engagement subsequently terminates. VAT is payable in addition to any fee due.

3.17. Introduction Fees where the Consultant is Introduced but not supplied

3.18. In the event that there is an Introduction of a Consultant to the Client which does not result in the supply of that Consultant by the Company to the Client, but which leads to an Engagement by the Client of the Consultant either directly or pursuant to being supplied by another employment business within 6 months of the date of the Introduction the Client shall be liable, to either a period of hire or an Introduction Fee the length or amount of which is to be agreed between the Company and the Client.

3.19. The Client must give the Company 7 days written notice in advance of the Engagement if the Client elects to take the Consultant for a period of hire.

3.20. If the Client does not give such notice before the Consultant is Engaged the parties agree that the Introduction Fee shall be due.

3.21. If the parties do not agree a period of hire or an Introduction Fee in accordance with 3.18 the the following shall be deemed to have been agreed;

3.22. The length of the period of hire shall be 1 month during which the Client shall pay the hourly charge agree pursuant to 3.2 for each day and/or hour the Consultant is so employed or supplied; or

3.23. The amount of the Introduction Fee shall be 20% of the Remuneration applicable during the first 12 months of the Engagement or, if the actual amount of the Remuneration is not known, the daily charges agreed pursuant to above multiplied by 50 times the daily charge. No refund of the Transfer Fee will be paid in the event that the Engagement subsequently terminates. VAT is payable in addition to any fee due.

3.24. Transfer and Introduction Fees calculation

3.25. In the event that the Engagement of the Consultant is for a fixed term of less than 12 months, the fee in 3.16 or
3.23, calculated as the percentage of the Remuneration, will apply pro rata. If the Engagement is extended beyond the initial fixed term or if the Client re-engages the Consultant within 6 months of the termination of the first Engagement the Client shall be liable to pay a further fee based on the additional Remuneration applicable for the second Engagement or the first anniversary of its commencement, whichever is sooner.

3.26. Transfer Fees when there has been an Introduction to and Engagement by a Third Party

3.27. In the event that the Consultant supplied to a Client is introduced by the Client to a Third Party which results in the Engagement of the Consultant by the Third Party during the assignment or within whichever is the longer of either:

• 14 weeks from the start of the first Assignment (each new Assignment where there has been a break of more than 42 days (6 weeks) since the end of the previous Assignment shall also be considered to be the „first Assignment‟ for these purposes); or
• 8 weeks from the day after the last day the Consultant worked on the Assignment the Client shall be liable to pay a Transfer Fee, the amount of which is to be agreed between the Company and the Client.

3.28. If the parties fail to agree a Transfer Fee then the Client will be liable to pay a Transfer Fee calculated in accordance with 3.16.

3.29. Introduction Fees where there has been an Introduction but no Supply resulting in an Engagement by a Third Party

3.30. In the event that there is an Introduction of a Consultant to the Client which does not result in the supply of that Consultant by the Company to the Client, but the Consultant is introduced by the Client to a Third Party which results in the Engagement of the Consultant by the Third Party within 6 months from the date of the Introduction the Client shall be liable to an Introduction Fee calculated in accordance with 3.23.

4. Liability

4.1. Whilst every effort is made by the Company to give satisfaction to the Client by ensuring reasonable standards of skills, integrity and reliability from Consultants and further to provide them in accordance with the Client‟s booking details, the Company is not liable for any loss, expense, damage or delay arising from the negligence, dishonesty, misconduct or lack of skill of the Consultant. For the avoidance of doubt, the Company does not exclude liability for death or personal injury arising from its own negligence.

4.2. Consultants supplied by the Company are engaged under contracts for services. They are not employees of the Company but are deemed to be under the supervision, direction and control of the Client from the time they report to take up duties and for the duration of the assignment. The Client agrees to be responsible for all acts, errors or omissions of the Consultant, whether wilful, negligent or otherwise as though the Consultant was on the payroll of the Client. The Client will also comply in all respects with all the statutes including, for the avoidance of doubt, the Working Time Regulations, Health and Safety At Work etc, by-laws, codes of practice and legal requirements to which the Client is ordinarily subject in respect of the Client‟s own staff, including the provision of adequate Employer‟s and Public Liability Insurance cover for the Consultant during all assignments.

4.3. The Client shall advise the Company of any special health and safety matters about which the Company is required to inform the Consultant and about any requirements imposed by law or by any professional body, which must be satisfied if the Consultant is to fulfill the Assignment.

4.4. The Client undertakes that it knows of no reason why it would be detrimental to the interests of the Consultant for the Consultant to fill the Assignment.

4.5. The Client shall indemnify and keep indemnified the Company against any costs, claims or liabilities incurred by the Company arising out of any Assignment or arising out of any non-compliance with the above clauses and/or as a result of any breach of these Terms by the Client.

5. Termination

5.1. The Client may terminate the Assignment with a written notice to the Company at least 7 days prior to the commencement of the Assignment.

5.2. If the Client terminates an Assignment less that 7 days prior to its commencement or during the Assigment itself then the client will be liable to pay the charges related to the supply of the Consultant and also the Company‟s fee for the notice period. The notice period will be 1 week for Assignments up to 3 months in duration, for Assignments in excess of 3 months in duration the notice period payable will be 1 month. These Terms are effective from May 2006 until superceded