TERMS AND CONDITIONS OF BUSINESS OF CALEEN LTD
The following expressions
shall have the following meanings:
CALEEN LTD of
145-157 ST. JOHN
STREET, LONDON EC1V 4PY
means any person who purchases Services from the Agent;
“Registration Form” means a booking
document, letter of engagement, application form, quotation or
other written instruction describing the
means the agency services as described in the Registration Form;
Conditions” means the terms and conditions of supply of
Services as set out in this document and any subsequent terms
conditions agreed in writing by the Agent;
means the contract between the Agent and the Client for the
provision of the Services incorporating these Terms and
“Candidate” means any nanny, mother’s
help, maternity nurse, other child care professional or domestic
means the Clients interview of a Candidate in person or by
telephone and/or the passing by the Agency to the Client via
phone, post or other means of a Candidate’s details,
Curriculum Vitae or other personal information;
means an agreement between a Client and a Candidate that the
Client will employ or use the services of the Candidate. Such
agreement may be oral or in writing (whichever is the earliest)
and shall have occurred whether or not a written contract is
subsequently entered into;
means, as the context shall require, the Candidate commencing
work and thereafter working for the Client.
These Terms and Conditions shall apply to the Agreement
for the supply of Services by the Agent to the Client and shall
supersede any other
documentation or communication between
Any variation to these Terms and Conditions must be
agreed in writing by the Agent.
These Terms and Conditions shall be attached to any
Registration Form and signed and returned to the Agent by the
Nothing in these Terms and Conditions shall prejudice any
condition or warranty, express or implied, or any legal remedy
to which the Agent may
be entitled in relation to the Services,
by virtue of any statute, law or regulation.
The Registration Form is attached to these Terms and
The Registration Form shall remain valid for acceptance
for a period of 14 days.
The Registration Form must be accepted by the Client in
The Agreement between the Agent and the Client,
incorporating these Terms and Conditions, shall only come into
force when the Agent confirms
acceptance in writing to the
The Services are as described in the Registration Form.
Any variation to the Services must be agreed by the Agent
The Services shall commence and finish on the dates
specified on the Registration Form unless terminated according
to the terms of this
Dates given for the commencement of the Services are
estimates only and not guaranteed. Time for commencement shall
not be of the essence of
the Agreement and the Agent shall not
be held liable for any loss, costs, damages, charges or expenses
caused directly or indirectly by any delay in the Services.
PRICE AND PAYMENT
The price for Services is as specified in the
Registration Form and is inclusive of
any other charges as outlined in that document.
If the fees paid relate to a temporary placement of a
Candidate who then becomes a permanent employee of the Client
within 13 weeks from the
the initial introduction the Client shall pay the difference
between the temporary and permanent placement fees at the time
of the change in employment status.
The terms for payment are as specified in the
Fees relating to the cancellation of any bookings are as
specified in the Registration Form.
The Client must settle all
payments for Services
within 14 days
from the invoice date.
The Client will pay interest on all late payments at a
5% per annum above the base lending rate of Barclays
The Agent is also entitled to recover all reasonable
expenses incurred in obtaining payment from the Client where any
payment due to the Agent
The Client is not entitled to withhold any monies due to
The Agent is entitled to vary the price to take account
any additional Services requested by the Client which
were not included in the original Registration Form;
any reasonable increase in fee rates, if applicable;
and any variation must be intimated to the Client in
writing by the Agent.
The Client agrees to cooperate with the Agent as may be
The Client shall provide full details to the Agent of the
work required of the Candidate
The Client shall notify
the Agent immediately should it
choose to engage a Candidate introduced by the
The Client agrees to pay the appropriate fee as described
in the Registration Form on the placement of a requested
If the Client or a member of the Client’s staff or any
acquaintance or associate of the Client, passes on an
introduction to any other person within
six months of the
Candidate’s introduction to the Client by
the Agent, resulting in the engagement of the Candidate, the
Client shall be liable for payment of the full fee in accordance
fees described in the Registration
Form for permanent placements.
The Client is responsible for the employment of the
Candidate including the contract of employment.
The Client shall provide the Agent with a copy of the
employment contract between the Candidate and the Client.
The Client is responsible for any deductions of tax or
National Insurance from the Candidate.
If the Client requires the Candidate to work abroad
during the period of Engagement then the terms must be detailed
and agreed by the Client and
the Candidate in the Contract of
Employment. It is the Client’s responsibility to pay for the
Candidate's travel costs, medical and travel insurance, car
insurance (if applicable) and provide adequate food and water
for every mealtime, unless alternative arrangements are agreed
otherwise and set out in the Contract of Employment.
The Client is responsible for obtaining any medical
certificates, work permits or other approvals necessary for the
Candidate prior the
commencement of employment.
Where the candidate is required for the position of a maternity
nurse, the Client must confirm the commencement and termination
dates of the
Engagement in writing and shall pay the nurse for
the period between and including those dates regardless of
whether the nurse is in fact required for the whole period.
The Agent shall supply the Services as specified in the
The Agent shall perform the Services with reasonable
skill and care and to a reasonable standard and in accordance
with recognised codes of
practice and statutory obligations.
The Agent will take all reasonable steps to introduce
Candidates who are of sound character, honest and reliable but
cannot be held responsible
for the conduct of a Candidate.
The Agent shall keep a copy of the employment contract
between the Client and the Candidate on file.
The Agent shall obtain references from each Candidate but
the Client must satisfy themselves as to the ultimate
suitability of a Candidate.
REFUNDS AND REPLACEMENTS
If a Candidate engaged in permanent employment by the
Client does not remain in the Client’s employment for 6 weeks or
has their employment
terminated by the Client within 6 weeks of
the initial date of employment, the
Agent will provide a
refund of any placement fee, if the following conditions are
The Client notifies
within 3 days of the Candidate’s termination;
The Client has paid
The Client has not changed any of the original
requirements for the Candidate as specified in the Registration
The Candidate did not resign due to unreasonable demands
placed upon them by the Client;
The Clients intention to employ a Candidate remains;
The Client has given the Agent a reasonable period of 3
weeks to recruit a suitable replacement Candidate to be engaged
by the Client for the
requirements as specified in the
original Registration Form.
If the Client has not met the conditions as stated in
Condition 8.1 of these Terms and Conditions they remain
responsible for full payment of the
initial placement fee.
In the event
that a free replacement cannot be found , the Agent at its discretion may refund the
Client the following percentage of the original fee:
If the Candidate leaves within the first 2 weeks: 75%
If the Candidate leaves after 2 weeks but before the end of
her/his 4th week: 50%
If the Candidate leaves after 4 weeks but before the end of
her/his 6th week: 25%
The Agreement shall continue until the Services have been
provided in terms of the Registration Form or any subsequent
date as mutually agreed in
writing by both parties or until
terminated by either party in accordance with these Terms and
The Client may terminate the Agreement if the Agent fails
to comply with any aspect of these Terms and Conditions and this
failure continues for a
of 4 weeks
after notification of non-compliance is given.
The Agent may terminate the Agreement if the Client has
failed to make over any payment due within 14 days of the sum
Either party may terminate the Agreement by notice in
writing to the other if:
9.4.1 the other party commits a material breach of
these Terms and Conditions and, in the case of a breach capable
of being remedied, fails to
remedy it within a reasonable time
of being given written notice from the other party to do so; or
9.4.2 the other party commits a material breach of
these Terms and Conditions which cannot be remedied under any
9.4.3 the other party passes a resolution for
winding up (other than for the purpose of solvent amalgamation
or reconstruction), or a court of
competent jurisdiction makes
an order to that effect; or
9.4.4 the other party ceases to carry on its
business or substantially the whole of its business; or
the other party is declared insolvent, or convenes a
meeting of or makes or proposes to make any arrangement or
composition with its creditors;
or a liquidator, receiver,
administrative receiver, manager, trustee or similar officer is
appointed over any of its assets.
In the event of termination the Client must make over to
the Agent any payment for work done and expenses incurred up to
the date of
Any rights to terminate the Agreement shall be without
prejudice to any other accrued rights and liabilities of the
parties arising in any way out of
the Agreement as at the date
Information communicated between the Agency and the Client,
whether written or verbal, shall be confidential.
The Client should not pass any information relating to any
Candidate introduced by the Agency to a third party. Should the
Client pass any such
information on to a third party within 6
of the Candidate’s introduction
which results in the placement of the Candidate in any domestic
position the Client will be liable to pay the Agency’s full
respective Rate or Fee and these terms and conditions will apply
for that placement.
Both parties warrant their authority to enter into this
Agreement and have obtained all necessary approvals to do so.
LIMITATION OF LIABILITY
Nothing in these Terms and Conditions shall exclude or
limit the liability of the Agent for death or personal injury,
however the Agent shall
not be liable for any direct loss or
damage suffered by the Client or any third party howsoever
caused, as a result of any negligence, breach of contract or
otherwise in excess of the sum insured under the professional
indemnity insurance policy held by the Agent in the insurance
year in which the Clients claim is first notified.
accepts no liability for any loss, damage, expense or compensation
suffered or incurred of any nature by the Client, arising
directly or indirectly from an act or omission by any Candidate
introduced to the Client by
The Client shall indemnify the Agent against all claims, costs
and expenses which the Agent may incur and which arise directly
or indirectly from the Clients breach of any of its obligations
under these Terms and Conditions.
Neither party shall be liable for any delay or failure to
perform any of its obligations if the delay or failure results
from events or circumstances outside its reasonable control,
including but not limited to acts of God, strikes, lock outs,
accidents, war, fire, breakdown of plant or machinery or
shortage or unavailability of raw materials from a natural
source of supply, and the party shall be entitled to a
reasonable extension of its obligations.
The Client shall not be
entitled to assign its rights or obligations or delegate its
duties under this Agreement without the prior written consent of
THIRD PARTY RIGHTS
in these Terms and Conditions intend to or confer any rights on
a third party.
If any term or provision of these Terms and Conditions is held
invalid, illegal or unenforceable for any reason by any court of
competent jurisdiction such provision shall be severed and the
remainder of the provisions hereof shall continue in full force
and effect as if these Terms and Conditions had been agreed with
the invalid, illegal or unenforceable provision eliminated.
The failure by either party to
enforce at any time or for any period any one or more of the
Terms and Conditions herein shall not be a waiver of them or of
the right at any time subsequently to enforce all Terms and
notice to be given by either party to the other may be served by
email, fax, personal service or by post to the address of the
other party given in the Registration Form or such other address
as such party may from time to time have communicated to the
other in writing, and if sent by email shall unless the contrary
is proved be deemed to be received on the day it was sent, if
sent by fax shall be deemed to be served on receipt of an error
free transmission report, if given by letter shall be deemed to
have been served at the time at which the letter was delivered
personally or if sent by post shall be deemed to have been
delivered in the ordinary course of post.
Terms and Conditions supersede any previous agreements,
arrangements, documents or other undertakings either written or
These Terms and Conditions shall be governed by and construed in
accordance with the law of England and Wales and the parties
hereby submit to the exclusive jurisdiction of the English