Lexoo Enterprise Terms of Use

BACKGROUND:

Lexoo enables clients to find and work with legal advisors on a global basis, in the following ways:

• - Lexoo Marketplace: Clients can post ‘request for quotes’ on our platform for distinct pieces of work and obtain multiple quotes. The marketplace can also be used to hire our marketplace lawyers on a day rate basis.

• - Lexoo Legal Recruitment and Contractors: Clients can utilise Lexoo to hire candidates on a full-time or locum basis. The terms for this service are attached in Schedule 1 – Lexoo Recruitment and Contractor terms

Please do not use any of our service unless you wish to be bound by these terms and conditions (“Terms”) because, by making a request for quotes in the Lexoo Marketplace, or accepting lawyer or candidate profiles for Lexoo Legal Recruitment and/or continuing to use any part of Lexoo, you confirm acceptance of the Terms.

In the event of conflict between these Terms and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by Lexoo in writing.

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LEXOO MARKETPLACE TERMS AND CONDITIONS

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These Terms and Conditions shall apply to the provision of Lexoo Marketplace Services by Lexoo to the Client.

1. Definitions and Interpretation

1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

1.2 Words in the singular include the plural and in the plural include the singular.

1.3 Clause headings shall not affect the interpretation of this Agreement.

1.4 References to Clauses are, unless otherwise provided, references to the clauses of these terms and conditions.

1.5 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.

1.6 Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words.

1.7 Person means any individual, group of individuals, company, firm, organisation or other entity.

2. Your Obligations Regarding the Service

2.1 The Client is solely responsible for the content, accuracy, and completeness of each Request for Quotes and agrees that each Request for Quotes shall only contain information which is true, accurate and current.

2.2 If Lexoo considers all or part of a Request for Quotes to be in breach of any of the provisions of this Agreement, Lexoo shall be entitled to (a) edit, modify or remove any parts of a Request for Quotes; and/or (b) suspend or terminate the Client’s access to the Site without notice.

2.3 The Client agrees not to use the Site in any unlawful manner and in particular shall not:

• 2.3.1 include in any Request for Quotes or Review any information that infringes any IP Right of any person;
• 2.3.2 submit to the Site any corrupted files, files that contain viruses, or any other item that may damage the operation of a computer or other electronic device;
• 2.3.3 impersonate another person;
• 2.3.4 falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels on any material contained in a Request for Quote;
• 2.3.5 cause the Site to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Site is in any way impaired; or
• 2.3.6 restrict or inhibit any other user from using and benefitting from the Site and/or the Services.

2.4 The Client may withdraw a Request for Quotes at any time by emailing [email protected]. This will not affect any engagement the Client has already entered into with a Legal Advisor.

2.5 The Client must not include in any Request for Quotes any information which could personally identify any other person, unless the Client is entitled to do so.

2.6 The Client is responsible for ensuring that it is legally entitled to submit to the Site any information included in a Request for Quotes. The Client may not submit a Request for Quote if it already knows from the outset it has no real intention of engaging a Legal Advisor. The Client may not invite Quotes for any Project which is illegal or unlawful.

2.7 The Client agrees that information about the device it uses to access the Site may be collected and processed for fraud prevention purposes and the Client acknowledges that Lexoo may use third parties (and information they provide) to help prevent fraud or unauthorised access to the Site and/or the Service.

2.8 Lexoo reserves the right at all times to:

• (a) edit, refuse to post, or to remove from the Site any information or materials for any reason whatsoever;
• (b) disclose any information Lexoo deems appropriate to satisfy any obligation under applicable laws, regulatory requirements, legal processes, or to satisfy any request of the police, government or any regulatory body (including the Solicitors Regulation Authority); and
• (c) terminate or restrict the Client’s access to the Site and/or receipt of the Services, including if Lexoo suspects that the Client is in breach of any of the terms of this Agreement.

3. Reviews

3.1 After instructing a Legal Advisor through Lexoo, the Client will be given the option to complete a Review. The Client is solely responsible for the content of any Review it provides. The Client shall ensure that all Reviews are submitted in accordance with this Clause 3.

3.2 The Client shall ensure that any Review does not contain any unlawful or inappropriate content. All Reviews will be programmatically screened to check whether they contain any unlawful or inappropriate content, which includes content that is threatening, obscene, sexually explicit, inciting racism, hatred or terrorism and/or offensive.

3.3 If all or any part of a Review contains potentially unlawful or inappropriate content, Lexoo may at its absolute discretion, delete it entirely or remove all or any part of it. Lexoo is not under any obligation to notify the Client of this decision.

3.4 By providing a Review, the Client confirms that:

• (a) the Review is the Client’s independent, honest, genuine opinion of a Legal Advisor;
• (b) the Client has no personal or commercial relationship with the Legal Advisor being reviewed; and
• (c) the Client has not been offered any incentive to write the Review. The Client acknowledges that Lexoo offers the Legal Advisor a right of reply, which is subject to the Legal Advisor’s usual confidentiality obligations.

3.5 Any Review will be viewable by users of the Site and may be included in any marketing materials for the Service. Lexoo reserves the right without notice to edit or delete a Review where Lexoo has reason to believe it breaches any of the terms of this Agreement, or take such steps as necessary to protect Lexoo or others, or if required to do so by law or any appropriate authority. Lexoo is not responsible if a Review is misused by third parties as this is outside of Lexoo’s reasonable control.

3.6 Lexoo does not endorse or recommend any Reviews and the Client relies on the information in any Reviews at its own risk.

4. Fees and Payment

4.1 Lexoo will invoice the Client for all or part of the Fees (together with any value added tax).

4.2 The Client shall procure the payment of an invoice within 30 days of the date of receipt. Without prejudice to any other rights or remedies available to Lexoo, if the Client fails to pay an invoice by the due date:

• (a) Lexoo shall be entitled to claim costs and interest under the Late Payment of Commercial Debts (Interest) Act 1998 from the due date for payment accruing on a daily basis, until payment is made and/or suspend or terminate access to the Site and/or Service; and
• (b) the Legal Advisor shall be entitled to (1) suspend or terminate the provision of legal services to the Client, and (2) pursue you for its Legal Advisor Fees directly.

4.3 The parties agree that Lexoo shall pay to the Legal Advisor that carried out work for the Client all Legal Advisor Fees received under this Agreement from the Client which are due to it.

4.4 The Client further agrees that all fees for work carried out by the Legal Advisor, including after termination of this Agreement, shall be invoiced and paid on the terms of this Clause 4.

4.5 If after having been introduced through Lexoo’s Marketplace, the Client employs a Legal Advisor on a full or part time basis within 12 months after last working with that Legal Advisor, the Client shall promptly notify Lexoo and shall pay to Lexoo a sum equal to 20% of such Legal Advisor’s first gross annual remuneration by way of an introduction fee. This paragraph is intended to survive termination of this Agreement for a period of 12 months.

5. Legal Advisors

5.1 Lexoo shall check that Legal Advisors are qualified in the general legal field relevant to the Client’s Project. Although Lexoo may generally suggest one or more Legal Advisors based on the Project, Lexoo cannot make any kind of guarantee as to the legal ability, competence, or quality of the Legal Advisors who may be listed on the Site. Lexoo merely makes the Service available to enable the Client to identify and determine the suitability of Legal Advisors for itself.

5.2 Lexoo does not warrant the accuracy, quality or completeness of any information or assistance obtained from Legal Advisors. Lexoo does not direct, have any control over, or make any assurance or representation about any Legal Advisor.

5.3 Unless agreed otherwise, if the Client accepts a Quote, the Client shall engage the Legal Advisor by signing a contract with the Legal Advisor (the “Client Care Letter”). We encourage the Legal Advisors to enable the Client to sign the Client Care Letter electronically through Lexoo and the Client hereby consent to the Legal Advisor sharing with Lexoo, on an ongoing basis, the Client Care Letter (including any attachments), the Client’s Projects, the scope of work the Legal Advisor will complete for the Client and the agreed fees. The Client understands and agrees that the Legal Advisor will send their invoices through the Lexoo platform on an ongoing basis. Unless agreed otherwise, Lexoo is not to be a party to any contract made between the Client and any Legal Advisor for the provision of legal services, and therefore Lexoo shall not be liable for any loss or damage that results from any dealings between the Client and any Legal Advisor.

5.4 It is the Client’s responsibility to select a suitable Legal Advisor and to negotiate the terms of any Project to be performed by the Legal Advisor selected. The Client shall not engage any Legal Advisor without having conducted such checks to its full satisfaction. The Client shall not engage any Legal Advisor if it has any doubts or concerns about them.

5.5 The Site may include information sourced from Legal Advisors, including general news and information and profiles of individual Legal Advisors. Lexoo does not write, edit or control that information, and has no responsibility to the Client in respect of such information. Any information on the Site is for general guidance only and is not legal advice. The Client shall take all due care in relying on such information, as this is done at the Client’s own risk.

5.6 If the Client has a dispute with a Legal Advisor, the Client should address such dispute directly to the Legal Advisor concerned in accordance with the Legal Advisor’s complaints procedure, or (if applicable) the Solicitors Regulation Authority. However, the Client shall notify the details of the dispute to Lexoo as soon as reasonably practicable. The Client releases Lexoo from any and all claims, demands and damages of every kind arising out of or in any way connected with any dispute it may have with a Legal Advisor.

6. IP Rights

6.1 The Client acknowledges that all present and future IP Rights subsisting in, or used in connection with the Site and any part of the Site belong to Lexoo or its licensors and nothing in this Agreement shall be taken to transfer any of the IP Rights in the Site to the Client.

6.2 Solely for the purposes of receiving the Services, Lexoo hereby grants to the Client a non-exclusive, non-transferable licence to use the IP Rights in the Site.

6.3 The Client grants Lexoo a worldwide, perpetual, irrevocable, non-exclusive, royalty free transferable, fully sub-licensable licence to:

• (a) reproduce the Request for Quotes on the Site in order to provide the Service; and
• (b) use, copy, alter, display and create extracts of, or derivative works from a Review in any media formats, on the Site, on other channels including mobile, email communications, social media, PR, competitions and press releases and also on third party media, including for the purpose of redistribution or promotion.

6.4 The Client waives, and shall procure that all persons waive all moral rights in relation to the Request for Quotes and a Review to the extent legally permitted. The Client also grants all other users of the Site a licence to view the Client’s Reviews.

6.5 The Client agrees not to copy, reproduce, modify, create derivative works from, distribute or publicly display any content from the Site without the prior written permission of Lexoo.

7. Confidential Information

7.1 Confidential Information shall mean all information whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, customers, employees or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party ("the Disclosing Party") to the other party ("the Receiving Party").

7.2 The Receiving Party shall not, and shall ensure that its employees shall not, use copy or disclose any of the Confidential Information of the Disclosing Party except to exercise its rights and to carry out its obligations under this Agreement.

7.3 The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to its employees where those employees are bound by written obligations of confidentiality.

7.4 The provisions of Clauses 7.1, 7.2 and 7.3 shall not apply to any Confidential Information which is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party; is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information; or is required to be disclosed by any court, government or administrative authority competent to require disclosure.

7.5 Both parties agree and acknowledge that any breach of the confidentiality provisions of this Clause 7 will cause irreparable harm and significant injury to an extent that may be extremely difficult to ascertain. Accordingly, each agrees that the other party will have, in addition to any other rights or remedies available to it at law or in equity, the right to seek injunctive relief to enjoin any breach or violation, or anticipated breach or violation, of this Clause 7.

7.6 Nothing in this Clause 7 shall prevent or restrict Lexoo from:

• (a) reproducing the Request for Quotes to Legal Advisors in order to provide the service in accordance with Clause 6.3; and/or
• (b) obtaining from the Legal Advisor and using for the purposes of this Agreement, details of the Legal Advisor Fees and the Client hereby consents to the Legal Advisor sharing details of its Legal Advisor Fees with Lexoo on an ongoing basis.

8. Disclaimer and Limitation of Liability

8.1 It is not possible for Lexoo to review all websites which are linked to from the Site (or link to the Site), and the Client should therefore take care when following any link. Lexoo cannot accept liability for any loss or damage that may be suffered as a result of following any links.

8.2 Lexoo makes no warranty that the Site will be uninterrupted or error free, or that any defects will be corrected.

8.3 Whilst Lexoo takes steps to prevent misuse of its systems, Lexoo cannot warrant that the Site will be free of viruses or other malicious code and accept no liability for loss or damage caused from the transmission of such code. Lexoo recommends that the Client always uses up-to-date firewalls and anti-malware software to protect the Client’s equipment and data.

8.4 Lexoo is not a law firm, and does not provide any legal services or legal advice. No legal professional privilege therefore applies to any information the Client provides to Lexoo and no automatic duty of confidentiality arises through use of the Site, including submitting Requests for Quotes and Reviews. A legal professional privilege may (but will not necessarily) be formed through use of the Site between the Client and a Legal Advisor.

8.5 Nothing in this Agreement shall exclude or limit Lexoo’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited,

8.6 If the Client is dissatisfied with the Site, the Services, and/or the terms of this Agreement, the Client’s only remedy shall be to discontinue use of the Site and the Services. Without limiting the preceding sentence, Lexoo shall have no liability for any failure or delay resulting from any matter beyond its reasonable control.

8.7 Other than as set out in this Clause 8, Lexoo shall not be liable in contract, tort, negligence, statutory duty, misrepresentation, or otherwise for any loss or damage arising from or in any way connected with the Site and/or the Services, including for the avoidance of doubt any loss of business, loss of profits, business interruption, loss of business information or any other economic loss (even if advised of the possibility of such loss or damage).

8.8 Except as expressly set out in this Agreement, all conditions, warranties and obligations which may be implied or incorporated into this Agreement by statute, common law, or otherwise and any liabilities arising from them are expressly excluded to the extent permitted by law.

8.9 Lexoo shall not be liable for any loss of business, loss of profits, business interruption, loss of business information, or any other economic loss (even if advised of the possibility of such loss or damage).

8.10 In the event that any limitation or exclusion of liability in this Agreement is not enforceable, then Lexoo shall not be liable to the Client for more than £5,000 in aggregate in respect of matters arising out of any individual Request for Quotes.

8.11 Each of the provisions of this Clause 8 (Disclaimer & Limitation of Liability) shall be construed separately and independently of the others.

9. Term and Termination

9.1 This Agreement shall come into effect on the date of receipt of these Terms by the Client and shall continue in force unless and until terminated in accordance with this Clause 9.

9.2 Either party shall be entitled at any time to terminate this Agreement by serving notice in writing (including e-mail) on the other.

9.3 This Agreement shall automatically terminate with immediate effect without notice if either party enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).

9.4 On termination of this Agreement for any reason, all Fees due shall immediately become due and payable. Termination of this Agreement shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination. Also, any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect, including the provisions of this agreement governing Reviews, Fees and Payment, IP Rights, Confidential Information, Disclaimer and Limitation of Liability, Clause, 9.4 and Clause 10 (General).

10. General

10.1 This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes and extinguishes all previous communications, representations (other than fraudulent misrepresentations) and arrangements, whether written or oral. The Client acknowledges and agrees that it has placed no reliance on any representation made but not set out expressly in this Agreement.

10.2 The Client may not assign, transfer or sub-contract any of its rights under this Agreement without Lexoo’s prior written consent. Lexoo may assign, transfer or sub-contract all or any of its rights under this Agreement at any time without consent.

10.3 No waiver shall be effective unless in writing, and no waiver shall constitute a continuing waiver so as to prevent Lexoo or the Client from acting upon any continuing or subsequent breach or default.

10.4 If any of the terms of this Agreement are held to be illegal or unenforceable such provisions shall be severed and the rest of the Agreement shall remain in full force and effect unless the business purpose of the Agreement is substantially frustrated, in which case it shall terminate without giving rise to further liability.

10.5 Nothing in this Agreement shall create or imply an agency, partnership or joint venture between the parties. Neither party shall act or describe itself as the agent of the other party nor shall either party have or represent that it has any authority to make commitments on behalf of the other.

10.6 The Client consents to Lexoo listing the Client as a client on its website, which listing will include the Client’s company name and logo. Lexoo will amend or remove the listing upon receipt of a written request from the Client to this effect.

10.7 Any notice given under this Agreement shall be in writing and shall be served by delivering the notice personally, or by pre-paid first class post to the registered address for each party or such other address as either party notifies to the other from time to time. Any such notice shall be deemed to have been received if delivered personally at the time of delivery and if delivered by first class post 48 hours from the date of posting.

10.8 The Client acknowledges that Lexoo shall process all personal data supplied by the Client to Lexoo in accordance with Lexoo’s privacy policy available on the Site.

10.9 The Legal Advisor who has completed work for a Client shall be entitled to enforce the provisions of Clause 4 and 7.6 under the Contracts (Rights of Third Parties) Act 1999.

10.10 This Agreement shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the exclusive jurisdiction of the English courts.

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LEXOO – RECRUITMENT AND CONTRACTOR TERMS AND CONDITIONS

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BACKGROUND:

These Terms and Conditions shall apply to the provision of Recruitment and Contractor Services by Lexoo to the Client.

• i) In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

• ii) Unless the context otherwise requires, each reference in these Terms and Conditions to:
• • (a) “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
  • (b) a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
  • (c) “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;
  • (d) a Schedule is a schedule to these Terms and Conditions; and
  • (e) a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule; and
  • (f) a "Party" or the "Parties" refer to the parties to these Terms and Conditions.
• iii) The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
• iv) Words imparting the singular number shall include the plural and vice versa.
• v) References to any gender shall include the other gender.

2. The Contract

i) With the exception of placing contractors who are signed up to Lexoo’s marketplace (which is subject to our Marketplace Terms), any and all contractor placement or recruitment business entered into by Lexoo is subject to these Terms and Conditions and in the event of any conflict with any other Terms and Conditions these terms shall prevail unless agreed otherwise in writing by a director of Lexoo.

ii) No modification or change to these Terms and Conditions will be valid unless the details of any such changes are in writing, signed on behalf of Lexoo and the Client, and state the date on or after which such new terms will apply.

ii) In the event that any part(s) of these Terms and Conditions or part thereof is declared to be invalid, unlawful, void or unenforceable then such terms or parts shall be severed and the remaining terms and conditions shall continue to be valid and enforceable to the fullest extent of the law.

iv) The Engagement or interviewing of a Candidate, by or on behalf of the Client, or the commencement of work or provision of services by a Candidate for the Client shall be deemed acceptance of these Terms and Conditions.

3. Vacancies and Advertisements

i) Lexoo shall have the right to decline, cancel or otherwise remove any vacancy advertisement provided by the Client to Lexoo at any time, for any reason and without giving prior notice to the Client.

ii) If any vacancy advertisement appears to demonstrate that the Client intends to discriminate on the grounds of gender, sexual orientation, race, religion or age, it will be declined unless the vacancy is exempted from the provisions of the Sex Discrimination Act 1975; the Employment Equality (Sexual Orientation) Regulations 2003; the Race Relations Act 1976; the Employment Equality (Religion and Belief) Regulations 2003; or the Employment Equality (Age) Regulations 2006. In the case of any applicable exemptions, the vacancy advertisement must be accompanied by a written statement explaining those exemptions and how they apply to the vacancy.

4. Lexoo’s Obligations

i) Lexoo shall use its best and reasonable endeavours to find suitable and willing Candidates to fill such vacancies as are notified to Lexoo by the Client or to notify the Client if Lexoo believes it is unable to assist with the Client’s requirements.

ii) Lexoo will endeavour to ensure that all Candidates introduced to the Client have the experience, qualifications, and authorisations which are required by the Client, by law or by any professional body, for the position(s) that the Client wishes to fill, and will also endeavour to verify the identity of Candidates prior to introducing them to the Client.

iii) Lexoo cannot guarantee to find a suitable Candidate for each vacancy and gives no warranties as to the suitability of any Candidate.

5. The Client’s Obligations (general)

i) The Client shall provide to Lexoo all information which is reasonably required for Lexoo to provide the Recruitment and Contractor Services. The Client shall use its best and reasonable endeavours to ensure that such information is complete, accurate and up-to-date.

ii) The Client must not seek to employ any member of Lexoo’s own staff, but in the event that any member of staff accepts an Engagement with the Client, the Client must pay an Introduction Fee in accordance with Clause 6.

iii) The Client warrants that it shall immediately, and in any event within 24 hours of Lexoo’s first provision of information relating to the Candidate’s identity, inform Lexoo if the Client believes that it is aware of the identity of the Candidate other than via information supplied by Lexoo. The Client agrees that if Lexoo does not receive such a notification within 24 hours, the fee structure set out in Clause 6 will continue to apply.

iv) The Client acknowledges that Lexoo is under no obligation to provide the Recruitment and Contractor Services until all required information has been provided by the Client in accordance with sub-Clause 5.1.

v) The Client shall inform Lexoo immediately in the event that any relevant information changes following the submission of that information to Lexoo. Lexoo reserves the right to charge the Client reasonable costs for any work required to make alterations to vacancy advertisements or other relevant information it holds.

vi) Lexoo shall not verify or otherwise formally check any Candidate details, howsoever they may be provided to the Client.

vii) It shall be the sole responsibility of the Client to ensure that Candidates are suitable for the relevant vacancies and to obtain any references required, as well as checking the validity of qualifications.

viii) It shall be the sole responsibility of the Client to obtain any required permits (including, but not limited to, work permits).

ix) It shall be the sole responsibility of the Client to arrange for any required medical examinations or investigations.

6. Employee placements - fees and obligations

This clause applies to situations where the Client wishes to hire a Candidate as an employee.

6.1 Obligations - employee placements

The Client:

• i) must notify Lexoo immediately of any offer of an Engagement that it makes to a Candidate on an employment basis.
• ii) must notify Lexoo immediately of the acceptance of any offer of Engagement that is made to a Candidate and provide details of the Candidate’s remuneration.
• iii) must notify Lexoo immediately if, following the Engagement of a Candidate, the Candidate’s remuneration increases at any time during the first 12 months of the Engagement, and the introduction fee detailed in clause 6.2) will be increased accordingly.
• iv) must after offering an Engagement to a Candidate provide Lexoo upon request with a copy of the job offer or contract given to the Candidate.
• v) is responsible for payment of remuneration to the Candidate.

6.2 Fees - employee placements

• i) The Introduction Fee payable by the Client to Lexoo upon the commencement of an Engagement by a Candidate shall be calculated as the amount equal to 20% of the Candidate’s remuneration during the first 12 months of the Engagement exclusive of VAT.
• ii) If the Engagement of a Candidate is for a fixed term of less than 12 months then the fee will be calculated pro rata as above.
• iii) In the event that an Engagement is for a fixed term as opposed to a permanent employment, and either during the Engagement, or within 12 months after the cessation of the Engagement, the Client wishes to extend the Engagement, or engage the Candidate as a permanent employee, then the Client agrees to pay Lexoo another Introduction Fee, which shall be calculated by reference to:
  • (1) the Candidate’s remuneration during the fixed term extension of the Engagement, in case of an extension, or
  • (2) the Candidate’s remuneration during the first 12 months of a permanent employment, in case of a conversion to a permanent employment.
• iv) The Client will not be liable for any fees until a Candidate commences an engagement when Lexoo will render an invoice to the Client.
• v) The Client must pay Lexoo’s fees within 14 days of receiving the invoice.
• vi) Lexoo reserves the right to charge interest at the rate of 4% above Bank of England base rate of interest per annum on any invoiced fees that remain unpaid by the Client from the due date to the date of payment.
• vii) Except where a Candidate has been made redundant, the Client may be entitled to a refund of the Introduction Fee where it was paid on time, and where the Engagement is terminated within six weeks of the Candidate commencing the engagement.
• viii) Where a Client has made an offer of Engagement to a Candidate but withdraws it before the Candidate commences the Engagement the Client must pay Lexoo an amount equal to not less than 10% of the annual remuneration to which the Candidate would have been entitled if the Engagement had proceeded.
• ix) No fee is payable if an offer for an Engagement is issued by the Client to the Candidate more than 12 months after the Introduction of the Candidate to the Client by Lexoo.

7. Contractor placements - fees and obligations

This clause applies to situations where the Client wishes to engage a Contractor:

• i) Lexoo will introduce Contractors to the Client with a view to Engagement pursuant to the execution of a Contractor Engagement Notice.
• ii) Where a Contractor is Engaged, the Client will pay the Contractor Fees, to Lexoo.
• iii) The Client shall notify Lexoo immediately of any agreed offer of an Engagement of a Contractor by the execution of a Contractor Engagement Notice.
• iv) No Contractor Fee is incurred by the Client until the Contractor commences the Engagement.
• v) Lexoo shall be entitled to raise invoices monthly in respect of any incurred Contractor Fees. Invoices shall be paid by the Client within 14 days.
• vi) Lexoo reserves the right to charge interest on invoiced amounts unpaid for more than 30 days at the rate of 4% above the Bank of England Base rate from the due date until the date of payment.
• vii) VAT will be charged on the Contractor Fee if applicable.
• viii) All invoices will be deemed to be accepted in full by the Client unless the Client notifies Lexoo in writing within 5 days of the amount the Client disputes and the reason the Client disputes that amount. In the event the Client does so notify Lexoo that it wishes to dispute part of an invoice, the Client shall pay the undisputed part of the invoice within 14 days and shall cooperate fully with Lexoo in order to resolve the dispute as quickly as possible.
• ix) Where the Client makes an offer of permanent employment to the Contractor which is accepted, during the course of an Engagement and for a period of 12 months after the cessation of the Engagement, Client agrees to pay Lexoo the Introduction Fee detailed in Clause 6 above.

8. Confidentiality

a) Clause (Confidential Information) of Lexoo Marketplace Terms and Conditions shall apply to these Lexoo Recruitment Terms.

9. Data Protection

• i) The Client shall be required to comply with the provisions of the Data Protection Act 2018 and any other relevant data protection legislation from time to time in force when processing or otherwise dealing with personal data relating to Candidates. All such information shall remain confidential.
• ii) The Client shall, as required by the Data Protection Act 2018 or similar legislation, notify itself as a data controller to the Information Commissioner’s Office, or any other relevant body.

10. Liability

With the exception of death or personal injury Lexoo shall not be liable or responsible for any loss or damages of any nature whether direct or indirect including any loss of profits or any consequential damages suffered or incurred by the Client as a result of the Introduction of a Candidate to the Client by Lexoo, the Engagement of a Client Introduced by Lexoo or the failure of Lexoo to Introduce any Candidate to the Client.

11. Indemnity

The Client shall indemnify Lexoo against any costs, liability, damages, loss, claims or proceedings which may arise out of its use of the Recruitment and Contractor Services or out of any breach of any part of these Terms and Conditions.

12. General

Clause 10 (General) of Lexoo Marketplace Terms and Conditions shall apply to these Lexoo Recruitment Terms