Terms of Business
1. DEFINITIONS
1.1 ‘The Company’ means PeopleWise Solutions Ltd
1.2 ‘The Client’ means the person, firm or company using the services of the Company.
1.3 ‘Services’ means the service and/or goods forming the subject of contract between the Company and the Client and more specifically described in the Proposal.
1.4 ‘Parties’ means the Company and the Client.
1.5 ‘The Proposal’ means the Company’s written proposal for services which is supplied to the Client.
1.6 The Terms’ means these terms of business.
2. TERMS
2.1 These Terms shall govern the supply of Services by the Company to the Client to the exclusion of all other terms whatsoever (including, but without limitation, the Client s own standard terms of business).
2.2 No variation of these Terms shall be effective unless made in writing signed by or on behalf of the Parties.
3. FEES AND EXPENSES
3.1 The Client shall pay the Fees in respect of the Services as set out in the Proposal.
3.2 The Client shall reimburse costs and expenses to the Company as follows:
3.2.1 Travel and other out of pocket charges at cost as agreed in advance with the Client and set out in the Proposal.
3.2.2 All other terms as set out in the Proposal and agreed.
3.2.3 Charges shall be made for any taxes, duties or levies which the Company is required by law or industry practice to collect.
3.3 In addition to the fees and expenses referred to above, the Client will pay to the Company (at times to be agreed between the Parties) additional fees and expenses as follows:
3.3.1 If the Client instructs the Company to carry out any work in addition to the Services, set out in the Proposal or changes, modifies or alters its requirements to that set out in the Proposal ;and
3.3.2 if the Client fails to meet its obligations under clause 8 and the Company expends extra time or incurs extra expense as a result.
3.4 The amount of additional sums payable by the Client under clause 3.2 will be agreed between the Parties and set out in the Proposal. In default of prompt agreement regarding expenses due under clause 3.2 or fees under clause 3.3, the amount will be based on the amount of additional time and expense which the Company shall reasonably incur as a result of the Client s instructions or defaults based on the Company current rates for such Services which are in force at the time.
3.5 Fees relate to the execution of Services within the United Kingdom. Fees must be separately agreed for the execution of Services outside the United Kingdom.
4. PRELIMINARY WORK
4.1 All preliminary work, whether experimental or otherwise at the Client s request shall be charged, unless otherwise agreed in advance in writing.
5. APPROVALS
5.1 Proofs or copy and drafts of any other documents produced by or on behalf of the Company for the Client, shall be presented or delivered to the Client for written approval.
5.2 The Company shall not, without the Client s express instructions be required to take responsibility for legal clearance of any documents produced under these Terms.
5.3 The Client shall bear any additional costs incurred by the Company which result from changes to documents submitted for approval where changes are inconsistent with the Client's previous instructions.
5.4 The Company will not be responsible or held liable for work approved by the Client. The Company shall not be responsible or liable for errors if the Client has failed to return drafts with indication of approval as above, or, where relevant has instructed printers to proceed without first returning approved drafts to the Company.
6. INVOICING AND PAYMENT TERMS
6.1 Where work is scoped and a project fee applies this shall be invoiced 30% on commencement of the assignment and the remaining balance on delivery as agreed with the Client, unless otherwise agreed in writing.
6.2 Payments made on the basis of retained support will be as set out in the Proposal and payments made monthly as agreed with the Client and detailed in the Proposal.
6.3 Where an invoice is disputed, the Company must be notified by the Client in writing within 7 days of receipt of the invoice. Where part of an invoice is disputed the undisputed balance should be paid in accordance with the terms herein referred.
6.4 The Client will pay all invoices within 14 days of the date of invoice.
6.5 Where sums due hereunder are not disputed in good faith or are not paid in full by the due date:
6.5.1 the Company may, without limiting its other rights, charge interest on such sums at 2% a year above the base rate of Lloyds Bank plc from time to time in force;
6.5.2 interest will accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
6.6 The Company may suspend any Services for overdue payments as described in clauses 7.5 and Appendix 1, section 2.5.
7. RETAINED SUPPORT
7.1 Where retained support is agreed, this is available during office hours by telephone, email and, where required, attendance on site to support the Client. Out of hours support (for example, to attend evening or weekend meetings) is available but must be agreed in advance.
7.2 HRPartner (typically for businesses with 11+ employees)
7.2.1 Minimum initial term: 6 months, followed by 1 month’s notice to terminate.
7.2.2 The retainer includes the agreed number of hours or days per month.
7.2.3 Additional hours are charged at £140 per hour.
7.2.4 Unused hours roll over for up to 3 months from the month they are accrued.
7.2.5 Retainers are billed 1 month in advance.
7.2.6 Services may be suspended for late payment unless otherwise agreed in writing.
7.3 HRFlex (for businesses with up to 10 employees)
7.3.1 Minimum initial term: 3 months, followed by 1 month’s notice to terminate.
7.3.2 Includes 1 hour of HR support per month.
7.3.3 Unused hours roll over for up to 12 months.
7.3.4 Hours can be drawn down early after 3 months if required.
7.3.5 Retainers are billed 1 month in advance.
7.3.6 Additional work beyond the 1 hour per month is charged at £140 per hour.
7.4 Travel exceeding 30 minutes each way may be charged at the hourly rate plus mileage or other costs at cost, unless otherwise agreed in advance.
7.5 The Company reserves the right to suspend services for any overdue invoices until full payment is received, unless otherwise agreed in writing.
8. RECRUITMENT SERVICES
8.1 Recruitment services provided by the Company are subject to the detailed terms set out in the Recruitment Services Schedule (Appendix 1), which forms part of these Terms of Business.
8.2 In the event of any conflict between these Terms and the Recruitment Services Schedule, the provisions of the Schedule will apply to recruitment services.
9. CLIENT CO-OPERATION
9.1 The Client will provide to the Company such information, instructions, approvals, authorities, materials and other assistance of a suitable nature and quality and at the appropriate times as the Company may reasonably request for the proper provision of other Services.
9.2 The Company shall not be liable for, and the Clients shall fully indemnify the Company against, any and all costs, charges and expenses incurred due to delay in supply of the Services where such a delay is a result of the Client s failure to perform its obligations either at all or in a timely manner under clause 9.1, or where any information or materials supplied by the Client are inaccurate, incomplete or misleading.
10. TERMINATION
10.1 The Client is required to give written notice to terminate HR support in accordance with the minimum term and notice period specified in the relevant HR service (HRPartner or HRFlex) as set out in clause 7. Should the Client cancel or vary all or any part of his instructions to the Company then the Client shall immediately reimburse the Company any charges which the Company may incur by reason of such cancellation or variation of Services.
10.2 The Client shall forthwith pay to the Company a sum equal to any fees or expenses which the Company will become obliged to pay to third parties as a result of such cancellation.
10.3 The Company may terminate the contract with the Client:
10.3.1 at any time on one month’s prior written notice; or
10.3.2 immediately on written notice to the Client if the Client has failed to pay any amount due under these Terms on the due date.
11. RETENTION OF TITLE
11.1 Notwithstanding completion of the Services, delivery of all work and materials, and the granting of credit (if any), all work and materials remain the absolute property of the Company until payment of all sums due from the Client to the Company shall have been received by the Company.
12. INTELLECTUAL PROPERTY
12.1 The Client shall indemnify the Company for any costs, charges, damages and expenses incurred by the Company due to any action, claim or demand brought against the Company as a result of the Company’s compliance with the Client s instructions or reliance on or use of material supplied by the Client.
12.2 The Company retains the copyrights (and all other intellectual property rights capable of therein subsisting) in:
12.2.1 all training materials; and
12.2.2 whether the same came into existence before during or after the date of this Contract and the Company reserves the right to offer its training materials or other materials to other Clients from time to time.
13. CONFIDENTIALITY
13.1 Proposals made by the Company to the Client are made on a strictly confidential basis and shall not be used by the Client or communicated to any person save for purposes contemplated and agreed by the Client and the Company in consideration for payment of the fees referred to in clause 3.
13.2 The Company agrees to treat as secret and confidential and not at any time to disclose to any person or otherwise make use of any information relating to the Client s business. This is provided that this obligation of confidence shall not apply to:
13.2.1 any information which is in the possession or at the free disposal of the Company; or
13.2.2 information which is published or otherwise in the public domain prior to the receipt of such information by the Company;
13.2.3 any information which becomes publicly available on a non confidential basis through no fault of the Company;
13.2.4 information which is received in good faith from the Company from a third party who appears to have no obligation to the Client in respect thereof and who imposes no obligation of confidence on the Company; or
13.2.5 any disclosure required by law or a regulatory authority or otherwise by the provisions of these Terms.
13.3 The obligations of confidence referred to in this paragraph shall survive the termination of the Company’s relationship with the Client.
14. RESTRICTIVE COVENANTS
14.1 The Client will not during the continuance of the contract between the parties or for the period of 12 months following the termination of this contract:
14.1.1 employ any employee of the Company (or any person who has been an employee of the Company in the previous 6 months) and which the Client was materially involved with during the contract; or
14.1.2 contact directly or indirectly any supplier to the Company or solicit business or interfere with the relationship between the Company and its suppliers to the detriment of the Company; or
14.1.3 employ or engage any person or company who has been engaged by the Company as an Associate or to provide services directly to the Client on behalf of the Company.
14.2 If the Client breaches clauses 14.1.1, 14.1.2 or 14.1.3, it shall pay to the Company a sum equal to three time gross payment of Fees under this contract. The parties acknowledge that this represents a genuine pre estimate of loss likely to be suffered through breach of clause.
15. ASSIGNMENT
15.1 The Client shall not assign or transfer to any third party the benefit or burden of any contract entered into under these terms unless agreed in advance in writing with the Company.
16. DEFAULT, INSOLVENCY, ETC.
16.1 The Company shall be entitled to suspend any work undertaken and immediately terminate the contract between the parties pursuant to these terms in the event that:
16.1.1 the Client enters into liquidation (other than for the purpose of effecting a reconstruction or amalgamation) whether compulsory or voluntarily; or
16.1.2 the Client compounds with or convenes a meeting of its creditors; or
16.1.3 the Client has a receiver or administrator appointed over all or any part of its assets; or
16.1.4 if the Client is an individual, is declared bankrupt or has a bankruptcy petition presented against him; or
16.1.5 the Client takes or suffers any similar action in consequence of debt or threatens to cease or ceases for any reason to carry on business.
16.2 If the Company terminates the contract in accordance with paragraph 16.1:
16.2.1 then, without prejudice to any other rights the Company may have, the Company shall be entitled to retain any advance payment made by the Client; and
16.2.2 either by an agent or itself, have access to the Client s premises for the protection, removal, realisation and disposal of any work or materials at any time and from time to time in which the property has not passed from the Company to the Client in accordance with these Terms.
16.3 Such action taken by the Company shall be without prejudice to any accrued right which the Company may have against the Client for payment of any outstanding charges.
16.4 Any waiver by the Company of its rights under this Clause shall not prejudice its entitlement to exercise such rights at any time in the future.
17. STATUS OF THE COMPANY
17.1 The parties are independent businesses and not principal and agent, partners, or employer and employee.
19. FORCE MAJEURE
19.1 Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, pandemic, fire, flood, drought, tempest or other event beyond the reasonable control of either party.
20. SEVERABILITY
20.1 If any part of these Terms are found by a court, tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the Terms and the remaining provisions of the Terms will otherwise remain in full force.
21. NO SET-OFF
21.1 All payments by the Client will be made without set off or counterclaim, free and clear of and without deduction for any tax, levy, duty, charge, or withholdings of any kind now or in the future, imposed in any jurisdiction unless a party is compelled by law to deduct or withhold any such amounts, in which case it will pay to the other such additional amount as will ensure that the other is paid the full amount it would have received but for such deduction or withholding.
22. NOTICES
22.1 Notices under these Terms will be in writing and sent to the person and address in clause 22.2. They may be given, and will be deemed received:
22.1.1 by first class post: two business days after posting;
22.1.2 by hand: on delivery; or
22.1.3 by email: on receipt of a delivery return mail from the correct address.
22.2 Notices will be sent:
22.2.1 to the Company: Denmark House, 143 High Street, Chalfont St Peter, Gerrards Cross, SL9 9QL
22.2.2 to the Client: address and email as set out on the Proposal.
23. WAIVER
23.1 No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
24. RIGHTS OF THIRD PARTIES
24.1 The contract arising between the parties under these Terms is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
24. RIGHTS OF THIRD PARTIES
24.1 The contract arising between the parties under these Terms is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
25. ENGLISH LAW
25.1 The construction and validity and performance of these Terms shall be subject to the laws of England and subject to the jurisdiction of the English courts.
Appendix 1 Recruitment Services Schedule
1. SCOPE OF RECRUITMENT SERVICES
1.1 The Company provides recruitment services to identify, source, and introduce suitable candidates to the Client for employment by the Client.
1.2 These services may include:
1.2.1 Advertising roles on job boards and social media.
1.2.2 Searching and screening candidates.
1.2.3 Presenting shortlisted candidates to the Client.
1.2.4 Supporting interview and selection processes.
1.2.5 Advising on offers of employment and onboarding.
1.3 Candidate introductions remain valid for 12 months from the date of first introduction.
2. FEES AND PAYMENT
2.1 Recruitment fees will be agreed in the Proposal or as otherwise agreed in writing prior to the commencement of any recruitment campaign.
2.2 Fees apply to each candidate hired as a result of the Company’s recruitment activity, including where more than one candidate is hired from a single campaign.
2.3 All advertising, job board fees, and assessment costs are charged to the Client at cost and are payable in addition to recruitment fees.
2.4 Invoices are payable within 14 days of the invoice date and in accordance with the payment terms in the main Terms of Business.
2.5 The Company reserves the right to suspend recruitment activity for any overdue invoices until full payment is received, unless otherwise agreed in writing.
3. REBATE AND REPLACEMENT TERMS
3.1 If the employee resigns due to the role or culture not being as expected, or the Client terminates the employment for any legitimate reason (excluding redundancy), the following rebate or replacement scale applies, provided that the Client has paid the invoice in full and on time:
3.1.1 0 4 weeks: Full rebate or free replacement.
3.1.2 4 8 weeks: 40% rebate or 60% replacement fee plus advertising costs.
3.1.3 8 12 weeks: 25% rebate or 75% replacement fee plus advertising costs.
3.1.4 12+ weeks: No rebate or replacement.
3.2 Any rebate or replacement is conditional on the Client notifying the Company in writing within 7 days of the employee leaving.
4. CANDIDATE OWNERSHIP AND NON-SOLICITATION
4.1 Where the Company identifies and presents a candidate to the Client, the Client agrees not to employ or engage that candidate directly or indirectly for a period of 12 months from the date of introduction without paying the agreed recruitment fee.
4.2 This clause applies whether or not the Company has used the Client s job board or Indeed portal to process applications.
5. CLIENT RESPONSIBILITIES
5.1 The Client is responsible for:
5.1.1 Providing accurate and up to date information about the role and its requirements.
5.1.2 Promptly reviewing candidate CVs and feedback.
5.1.3 Notifying the Company immediately if a candidate is engaged directly or via another route.
5.1.4 Conducting its own due diligence, reference checks, and verifying the right to work in the UK unless agreed otherwise in writing. The Company does not accept any loss arising from the Client s failure to carry out its own checks.
6. CONFIDENTIALITY
6.1 Candidate CVs and personal information shared by the Company are strictly confidential and may only be used for the purpose of assessing suitability for the role.
6.2 This clause does not apply where the Client has received the same candidate information independently, such as via its own job postings or Indeed portal.
6.3 All candidate and client personal data is processed in accordance with the Company’s Privacy Policy, available on request or via our website.
7. TRAVEL AND EXPENSES
7.1 Where recruitment services require travel exceeding 30 minutes each way, travel time may be charged at the hourly rate plus any mileage or other costs at cost, unless otherwise agreed in advance.
This Recruitment Services Schedule forms part of the Terms of Business of PeopleWise Solutions Ltd.
Down-to-earth HR support, built around your business - clear advice, no jargon and zero corporate nonsense.
Denmark House, 143 High Street, Chalfont St Peter, Gerrards Cross,
SL9 9QL
0330 0435 115
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