Saiyo Consulting Ltd

A company incorporated in England and Wales under company number 15184864

and whose registered office is at 75 Darnick Road, Sutton Coldfield, Birmingham

B73 6PF, United Kingdom (“the Employment Agency”); Trading name: Saiyo.io

Recruitment as a Service (RaaS) - Terms of Business

Subscription model for the Introduction of Candidates to Clients for Direct Employment/Engagement. 

Recruitment as a Service (RaaS) Terms of Service

These Terms of Service ("Terms") govern the subscription-based Recruitment as a Service ("RaaS") offering provided by Saiyo Consulting Ltd, a company incorporated in England and Wales under company number 15184864 and whose registered office is at 75 Darnick Road, Sutton Coldfield, Birmingham, B73 6PF, United Kingdom ("the Employment Agency").

By engaging in the RaaS offering, the Client agrees to the following terms:

1. Definitions

• Client: The entity subscribing to the RaaS subscription service.
• Recruitment Assignment: Each specific recruitment project initiated by the Client within the subscription period.
• Subscription Period: The period of 12 months from the subscription start date, during which the Client is entitled to utilise recruitment and supplementary services.

2. Service Scope

• The RaaS subscription entitles the Client to work on up to x recruitment assignments within a 12-month period.
• Assignments must be initiated within the 12-month subscription period to count toward the total allotment. (see rollover below) 
• Additional Assignments: Any recruitment assignment over the initial 12 will be invoiced separately on a pro-rata basis at the end of each calendar month.
• Scalability: The Client may increase the volume of recruitment assignments during the subscription period, which will be scaled pro-rata and invoiced accordingly.

• Rollover: The client is able to rollover up-to 3 unused recruitment assignments from one subscription year (12 months) to the next. 

• Additional Services: Depending on RaaS subscription level you may be entitled to access to additional services offered by Saiyo Consulting Ltd outside of recruitment services. Requests for these services can be made 1 at a time and will be dealt with in date sequential order. 

3. Subscription Payments

• Subscription fees are payable by direct debit or bank transfer and can be paid monthly at X price per month. 
• The minimum subscription period is 12 months.
• Subscription payments must be made via Direct Debit or Bank Transfer on the agreed-upon dates.

4. Rebates and Replacements

• Saiyo Consulting Ltd offers a 100-day free replacement guarantee. In the unlikely event that a hired candidate leaves the Client’s organisation or is otherwise terminated within 100 days of their Start Date, the Employment Agency will offer a replacement. This replacement will not be classed as a new recruitment assignment and will therefore not count against the clients allotted amount of assignments as per the subscription agreement. 
• The replacement guarantee does not apply to redundancies, reorganisations, or changes in strategy by the Client.
• Saiyo Consulting Ltd also offers a 60 day search guarantee. If Saiyo Consulting Ltd have not delivered a shortlist of 3+ qualified candidates that are interviewed by the Client within 60 days of search commencement, then that vacancy will not count against the Clients allotted recruitment assignments. 

5. Termination of Services

• Either party may terminate the subscription within the 1st 30 days of the subscription agreement. The client will receive a pro-rata refund based on the number of days that have passed.  
• Either party may terminate the subscription agreement after the initial 12-month subscription period with 30 days' written notice.
• If the Client fails to meet the payment obligations or breaches any other terms, Saiyo Consulting Ltd reserves the right to terminate the subscription immediately.
• Termination during the initial 12-month period is not permitted, and the Client remains liable for the full subscription fee.
• The client may at any time during the 12-month period pause the agreement for up-to a maximum of 3 months (worked out from monthly subscription date) with 30 days’ written notice. The client can only pause the subscription once during any 12 month period and the time paused will be added on to the end of the subscription to a total of 12 paid subscription months before cancellation or renewal is possible.
• Any work being conducted by Saiyo Consulting Ltd will immediately cease during the period of ‘Pause’ and will not commence until the subscription is commenced.   
• At the end of any 12 month subscription period, inline with section 5.2, if either party choose to terminate the agreement, any recruitment assignment that have already been started, will be completed/placed in a timely fashion. 

6. Client Responsibilities

• The Client must provide accurate and up-to-date information necessary for recruitment assignments, including but not limited to job descriptions, candidate requirements, and any other relevant details.
• The Client must ensure compliance with all legal obligations relating to the employment of candidates, including obtaining necessary work permits and conducting background checks where applicable.

7. Non-Solicitation

• The Client agrees not to engage or employ, directly or indirectly, any member of Saiyo Consulting Ltd staff during the term of this agreement and for a period of Twelve (12) months after the termination of the agreement.
• If the Client hires a member of Saiyo Consulting Ltd staff in breach of this clause, the Client agrees to pay Saiyo Consulting Ltd a fee equal to 200% of the employee's annual remuneration.

8. Confidentiality

• Both Saiyo Consulting Ltd and the Client agree to maintain confidentiality regarding all information shared as part of the recruitment services.
• Neither party shall disclose any information to third parties, except where required by law or with prior written consent.
• Saiyo Consulting Ltd will handle all personal data in compliance with applicable privacy laws.

9. Equal Opportunities

• Saiyo Consulting Ltd is committed to promoting equal opportunities and expects the Client to comply with all anti-discrimination legislation in the recruitment process.
• The Client agrees not to unlawfully discriminate on any basis, including but not limited to age, race, sex, disability, or religion, in their selection or treatment of candidates.

10. Intellectual Property

• Saiyo Consulting Ltd retains all intellectual property rights related to its processes, methodologies, and any materials provided to the Client as part of the RaaS offering.
• The Client is granted a limited, non-exclusive licence to use these materials solely for the purpose of the engagement. The Client may not reproduce, distribute, or create derivative works of the materials provided without the prior written consent of Saiyo Consulting Ltd.

11. Liability and Indemnity

• Saiyo Consulting Ltd shall not be liable for any indirect or consequential losses or damages arising out of the use of the RaaS services, including but not limited to loss of profit, business, or data.
• The Client agrees to indemnify and hold harmless Saiyo Consulting Ltd against any claims, liabilities, damages, and expenses arising from the Client’s use of the RaaS services or any breach of these Terms by the Client.

12. Notices

• Any notices required to be given under these Terms shall be sent by email, hand-delivered, or sent by prepaid first-class post to the recipient's registered address.
• Notices sent by email shall be deemed delivered at the time of dispatch, provided it is sent before 5:00 PM on a business day. If sent later, the notice will be deemed received the next business day. Notices sent by post will be deemed received 48 hours after posting.

13. Data Protection

• Both Saiyo Consulting Ltd and the Client shall comply with all applicable data protection and privacy laws.
• Each party acts as a data controller for its own processing of personal data and shall ensure it has a valid legal basis for processing.
• Each party agrees to take necessary steps to protect personal data and to provide the other party with any necessary information to respond to data subject access requests.

14. Governing Law and Jurisdiction

• These Terms shall be governed by and construed in accordance with English Law.
• Both parties agree that the courts of England and Wales shall have exclusive jurisdiction to resolve any disputes arising out of or in connection with these Terms.

Saiyo Consulting Ltd

A company incorporated in England and Wales under company number 15184864

and whose registered office is at 75 Darnick Road, Sutton Coldfield, Birmingham

B73 6PF, United Kingdom (“the Employment Agency”);

Standard Terms of Business

Introduction of Candidates to Clients for Direct Employment/Engagement

1. Definitions

In these Terms,

“Client” means the person, firm or corporate body to whom the Candidate is introduced;

“Candidate” means the person Introduced by the Employment Agency to the Client for an Engagement including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company, any member or employee of the Candidate if the Candidate is a limited liability partnership, and members of the Employment Agency’s own staff;

“Engagement” means the engagement, employment or use of the Candidate by the Client or by any Third Party to whom or to which the Candidate was Introduced by the Client (whether with or without the Employment Agency’s knowledge or consent) on a permanent or temporary basis, howsoever engaged (whether directly or indirectly); and “Engages” and “Engaged” shall be construed accordingly;

The time of the Introduction shall be taken to be the earlier of (a) and (b) above; and “Introduced” and “Introduces” shall be construed accordingly;

“Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003; and references to a particular Regulation are references contained therein;

“Remuneration” includes base salary or fees and guaranteed bonus or commission earnings and the benefit of a company car or car allowance. It shall not include any anticipated bonus and commission earnings, allowances, inducement payments, shift allowances, location weighting and call-out allowances or any other payments or emoluments payable to or receivable by the Candidate for services rendered to or on behalf of the Client;

“Start Date” means the date the Candidate commences an Engagement with the Client;

“Terms” means these Terms of Business as further defined with clause 2;

“Third Party” means any company or person who is not the Client. For the avoidance of doubt, subsidiary and associated companies of the Client (as defined by s. 1159 of the Companies Act 2006 and s.416 of the Income and Corporation Taxes Act 1988 respectively) are included in this definition.

2. These Terms

2.1 These Terms constitute the entire agreement between the Employment Agency and the Client in relation to the subject matter hereof and are deemed to be accepted by the Client and to apply by virtue of (a) an Introduction to the Client of, or the Engagement by the Client of, a Candidate or (b) the passing of information about the Candidate by the Client to any Third Party or (c) the Client’s interview or request to interview a Candidate or (d) the Client’s signature at the end of these Terms or (e) any other written expressed acceptance of these Terms. For the avoidance of doubt, these Terms apply whether or not the Candidate is Engaged by the Client for the same type of work as that for which the Introduction was originally effected.

2.2 The Terms supersede all previous agreements between the parties in relation to the subject matter hereof.

2.3 These Terms prevail over any other terms of business or purchase conditions put forward by the Client.

2.4 The Client authorises the Employment Agency to act on its behalf in seeking Candidates and, if the Client so requests, shall advertise for such Candidates through such methods as are agreed with the Client.

3. Obligations of the Employment Agency

3.1 The Employment Agency shall use reasonable endeavours to introduce one or more suitable Candidates to meet the requirements of the Client for any particular vacancy. The Employment Agency cannot guarantee to find a suitable Candidate for each vacancy. Without prejudice to clause 3.2 below, the Employment Agency shall use reasonable endeavours to ascertain that the information provided by the Employment Agency to the Client in respect of the Candidate is accurate.

3.2 The Employment Agency accepts no responsibility in respect of matters outside its knowledge and the Client must satisfy itself as to the suitability of the Candidate.

4. Client Obligations

4.1 The Client shall satisfy itself as to the suitability of the Candidate. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Candidate, and satisfying other requirements, qualifications or permission required by law of the country in which the Candidate is engaged to work.

4.2To enable the Employment Agency to comply with its obligations under clause 3 the Client undertakes to provide to the Employment Agency details of the position which the Client seeks to fill, including the type of work that the Candidate would be required to do; the location and hours of work; the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Candidate 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.

4.3The Client shall provide details of the required Start Date and the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered; the intervals of payment of remuneration and the length of notice that the Candidate would be entitled to give and receive to terminate the employment with the Client.

4.4The Client shall inform the Employment Agency of any information it has that suggests it would be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the position which the Client seeks to fill.

4.5 The Client shall inform the Employment Agency within 1 working day where it receives details of a Candidate from the Employment Agency which it has already received from another agency in relation to the same vacancy. If no such notification is given by the Client then, in the event of an Engagement, the Client agrees the Employment Agency is entitled to charge a fee in accordance with clause 5.2.

4.6 The Client agrees to,
a) notify the Employment Agency as soon as possible (and in any event, not later than 7 days from the date of the offer or from the date the Engagement takes effect; whichever is earlier) of any offer of an Engagement which it makes to the Candidate; and
b) notify the Employment Agency immediately that its offer of an Engagement to the Candidate has been accepted and to provide details of the Remuneration to the Candidate; and
c) pay the Employment Agency’s fee within the period set out under clause 6.2.

4.7 The Client shall not, and shall not seek to cause the Employment Agency to, unlawfully discriminate in relation to the services provided by the Employment Agency to the Client in connection with these Terms and shall disclose any and all information requested by the Employment Agency in the event a Candidate makes a complaint to the Employment Agency.

5. Charges/Fees

5.1 Introductions of Candidates are confidential. Where the Client discloses to a Third Party any details regarding a Candidate Introduced to the Client by the Employment Agency that Third Party subsequently Engages the Candidate within 12 months from the date of the Introduction, the Client shall pay the Employment Agency’s fee as set out in clause 5.3. and there shall be no entitlement to any rebate or refund to the Client or Third Party.

5.2 The Client shall pay the Employment Agency a fee calculated in accordance with clause 5.3 where it engages, whether directly or indirectly, any Candidate Introduced by or through the Employment Agency within 12 months from the date of the Employment Agency’s Introduction.

• £15,000 for ‘Growth hires’ (non-leadership positions) with £3,000 (of the £15,000) paid upfront on commencement of the search. 
• £20,000 for ‘Leadership hires’ (positions managing or with the intention of managing people, teams or territories) with £5,000 (of the £20,000) paid upfront on commencement of the search. 

The Employment Agency will charge VAT on the fee where applicable. The 2nd invoice will be raised on the day of the candidates official acceptance of the offer by the client. For the avoidance of doubt, should the Candidate fail to commence employment, only the final installment shall be refundable.

5.4 Charges incurred by the Employment Agency at the Client’s written request in respect of advertising or any other matters will be charged to the Client in addition to the fee and such charges will be payable whether or not the Candidate is Engaged.

6. Invoices

6.1 Except in the circumstances set out in clause 5.1, the Employment Agency will render invoices to the Client for its fees as outlined in clause 5.3.

6.2 The Employment Agency shall raise invoices in respect of the charges payable and the Client agrees to pay the amount due within 30 days of the date of the invoice.

6.3 All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms stated within clause 6.2 unless the Client notifies the Employment Agency in writing within 7 days of the amount the Client disputes and the reason the Client disputes that amount. In the event the Client does so notify the Employment Agency that it wishes to dispute part of an invoice, the Client shall pay the undisputed part of the invoice within the agreed payment terms and shall cooperate fully with the Employment Agency in order to resolve the dispute as quickly as possible.

6.4 The Employment Agency reserves the right to charge interest on invoiced amounts overdue at the statutory rate as prescribed pursuant to Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 (as may be calculated using the calculator on the website: www.payontime.co.uk). 

7. Rebates

7.1 Where the Client qualifies for a rebate in accordance with clause 7.2, and the Engagement of the Candidate is terminated by the Client or the Candidate prior to, or within a period of Eight (8) weeks from, the Candidate’s Start Date, the Employment Agency will endeavor to find a replacement at no extra cost to the Client (other than advertising where agreed).
7.2 The following conditions must be met in order for the Client to qualify for a rebate,
a) the Client must notify the Employment Agency that the Candidate’s Engagement has ended within 7 days of the Engagement ending or within 7 days of notice being given to end the Engagement; whichever is earlier; or
b) the Employment Agency’s invoice for the fee must have been paid within the payment terms in accordance with clause 6.2; or
c) the Candidate’s engagement is not terminated by reason of redundancy or re-organisation or change in strategy of the Client; or
d) the Candidate did not leave the Engagement because he/she reasonably believed that the nature of the actual work was substantially different from the information the Client provided prior to the Candidate’s acceptance of the Engagement; or
e) the Candidate did not leave the Engagement as a result of discrimination or other acts against the Candidate; or
f) the Candidate was not at any time in the 12 months prior to the start of the Engagement employed or hired (whether on a permanent or contract basis) by the Client.

7.3 Where the Client re-engages the Candidate either on an employment or indirect basis, any rebate paid to the Client under clause 7.1 in respect of that Candidate, shall be immediately repaid to the Employment Agency by the Client.

8. Liability and Indemnity

8.1 The Employment Agency 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 Employment Agency seeking a Candidate for the Client or from the Introduction or Engagement of any Candidate by the Client or from the failure of the Employment Agency to introduce any Candidate or from the Client’s disclosure to a Third Party of any details regarding a Candidate.

8.2Notwithstanding clause 8.1 above, nothing in these Terms shall be deemed to exclude or restrict any liability of the Employment Agency to the Client for personal injury or death.

8.3The Employment Agency shall not be liable for failure to perform its obligations under these Terms if such failure results by reason of any cause beyond its reasonable control.

8.4The Client shall indemnify and keep indemnified the Employment Agency against any costs (including legal costs), claims or liabilities incurred directly or indirectly by the Employment Agency arising out of or in connection with these Terms including (without limitation) as a result of,

9. Termination

10. Equal Opportunities

11. Confidentiality

11.1 All information contained within these Terms shall remain confidential and the Client shall not divulge it to any Third Party save for its own employees and professional advisers and as may be required by law.

11.2 The Client shall not without the prior written consent of the Employment Agency provide any information in respect of the Candidate to any Third Party whether for employment purposes or otherwise.

11.3 The Client agrees to comply with the General Data Protection Regulation (EU) 2016/679 of the European Parliament (“the GDPR”) and shall not cause or seek to cause the Employment Agency to breach the GDPR in connection with these Terms and shall provide any and all information requested by the Employment Agency in a timely manner to assist the Employment Agency to respond to a Data Subject Access request (as defined within the GDPR).

12. Non-Solicitation
12.1 The Client undertakes not to engage or employ in any capacity, whether directly or indirectly, or seek to employ, members of the staff of the Employment Agency, but if any such member of staff accepts a direct or indirect offer of employment within twelve (6) months of such member of staff leaving the employment of the Employment Agency, then the Client shall be liable to pay a fee calculated as 200% of the member of staff’s annual Remuneration from the Employment Agency.

12.2The Employment Agency shall not solicit current employees of the Client during the term of this Agreement and for a period of twelve (6) months after the last signed engagement between the parties.  

13. General

13.1 Any failure by the Employment Business to enforce at any particular time any one or more of these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently.

13.2 Headings contained in these Terms are for reference purposes only and shall not affect the intended meanings of the clauses to which they relate.

13.3 No provision of these Terms shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999.

13.4 If any provision, clause or part-clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable by any judicial body, the remaining provisions of these Terms shall remain in full force and effect to the extent permitted by law.

14. Notices

14.1 Any notice required to be given under these Terms (including the delivery of any information or invoice) shall be delivered by hand, sent by e-mail or prepaid first class post to the recipient at its address specified in these Terms (or as otherwise notified from time to time to the sender by the recipient for the purposes of these Terms).

14.2 Notices shall be deemed to have been given and served,

15.Variation

15.1 No variation or alteration of these Terms shall be valid unless approved in writing by the Client and the Employment Agency.

16. Data Protection

16.1 Each Party shall comply with its obligations with regard to personal data (as defined by the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC) under any applicable laws relating to data protection and privacy in connection with its activities under this Agreement and/ or in connection with the Services.

16.2 The Parties acknowledge and agree that each Party acts as a data controller in its own right with respect to its processing of personal data in connection with the provision and receipt of the Services. Each Party, as data controller, may disclose personal data to the other Party, as data controller under this Agreement.

16.3 Each Party is responsible (i) for providing all necessary notices to individuals, including its employees, officers and representatives, to the extent that their personal data is required to be disclosed to, or processed by, the other Party in connection with the Services; and (ii) for ensuring that in respect of such personal data, it has a valid processing ground under applicable laws relating to data protection and privacy to share their information with the other Party.

17. Applicable Law