- INTERPRETATION
1.1 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa. The headings contained in these terms and conditions are for convenience only and do not affect their interpretation. All references to legislation shall include any subsequent amendments or variations and including implementing regulations, codes, and orders made from time to time. No Party shall have (nor represent that they have) any authority to make or enter into any contractual commitments on the other Party’s behalf.
2. THE CONTRACT
2.1 These Terms constitute the entire contract between Senzo Group Ltd and the Client for the Introduction of Candidates for Permanent placements and are deemed to be accepted by the Client upon the Client signing the terms, by virtue of an Introduction to the Client, or the Engagement of a Candidate by the Client or the passing of any information about the Candidate to any third party following an introduction, whichever occurs the earlier.
2.2 Unless otherwise agreed in writing by a director of Senzo Group Ltd, these Terms of Business prevail over any other Terms of Business or purchase conditions put forward by the Client.
2.3 The jurisdiction of Senzo Group Ltd for the Introduction is the laws of England and Wales, Senzo Group Ltd shall act as an “Employment Agency” pursuant to the United Kingdom Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended).
2.4 Subject to Clause 12.3 no variation or alteration to these Terms shall be valid unless the details of such variation are agreed between Senzo Group Ltd and the Client and are set out in writing and a copy of the varied Terms is given to the Client stating the date on or after which such varied Terms shall apply.
3. NOTIFICATION AND FEES
3.1 The Client agrees:
a. To notify Senzo Group Ltd immediately of its intention to make an offer to the Candidate which is expected to result in an Engagement;
b. To present such offer to Senzo Group Ltd who shall present it to the Candidate on behalf of the Client;
c. Where it has been agreed between the parties that the Client shall present such offer to the Candidate directly, to notify Senzo Group Ltd immediately that its offer of an Engagement to the Candidate has been accepted;
d. To provide details of the Remuneration and any other information necessary to accurately calculate the fee to Senzo Group Ltd; and
e. To pay Senzo Group Ltd’s fee in accordance with the Invoicing and Payment terms set out in clause 4 below.
3.2 Contingency Search vs Retained Search – For a Contingent Search the fee payable to Senzo Group Ltd by the Client for the Introduction resulting in an Engagement is calculated in accordance with the Fee Structure as specified in Schedule 2 of these Terms and shall be based on the Remuneration payable to the Candidate during the first 12 months of the Engagement. For a Retained Search The fee payable to Senzo Group Ltd by the Client for the Introduction resulting in an Engagement is calculated in accordance with the Fee Structure as specified in Schedule 2 of these Terms and shall be based on the Remuneration payable to the Candidate during the first 12 months of the Engagement. Unless otherwise agreed in writing, the total Fee for a Retained Search shall be split into three equal parts, with each part being invoiced individually at the following stages; point of instruction by the Client for Senzo Group Ltd to conduct a new search, initial shortlist of candidates introduced, and the acceptance of an offer by a candidate. Any sales, value added or other taxes will be charged on the entirety of this fee if applicable.
3.3 If the Client subsequently Engages or re-Engages the Candidate within a period of 12 calendar months from the date of termination of the last Fixed Term Contract, a full fee calculated in accordance with clause 3.2 shall become immediately payable to Senzo Group Ltd.
4. INVOICING AND PAYMENT TERMS
4.1 All invoices under these Terms shall be raised in accordance with the Invoicing Terms specified in Schedule 2 of these Terms and become payable within the Payment Terms and in the Invoicing Currency as agreed between the Parties for the Introduction. The Fees are exclusive of any sales, value added or other applicable taxes, which shall be charged at the prevailing rate (where applicable). All invoices must be paid by the Client without any deduction, set off or counterclaim. Senzo Group Ltd reserves the right to issue invoices electronically to the Client.
4.2 Senzo Group Ltd shall be entitled to charge the Client (i) interest and associated charges as prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 (incorporating all subsequent regulations including the Late Payment of Commercial Debts Regulations 2013) and (ii) any expenses reasonably incurred by the Employment Agency in the collection of any unpaid fees, where the Client has failed to make payment of any invoice. Any interest and associated charges shall continue to accrue at a daily rate from the due date for payment until payment of the invoice is received in full. Where Senzo Group Ltd has agreed an alternative Fee Structure with the Client and the Client has not settled an invoice in full within 30 days of the date of invoice, Senzo Group Ltd reserves the right to revert back to its standard fees in these Terms.
5. REFUNDS
5.1 All refunds set out in this clause 5 are conditional upon the Client having paid Senzo Group Ltd’s invoiced fee within the Payment Terms specified in Schedule 2 of these Terms and the Client must have notified Senzo Group Ltd in writing of the termination of the Engagement within seven days of its termination. Senzo Group Ltd reserves the right to negotiate additional terms for a replacement candidate in the event substantive changes are made by Client to the role originally recruited for and as originally described by Client. All refunds shall be processed in the Invoicing Currency as agreed between the Parties for the Introduction. Where more than one Invoicing Currency has been agreed between the Parties, the refund shall be in the same Invoicing Currency in which the Client was originally invoiced for the Engagement relating to the refund.
5.2 If the Engagement terminates before the expiry of 12 weeks from the commencement of the Engagement (except where the Candidate is made redundant Senzo Group Ltd will introduce a like for like replacement without any additional costs to the Client, in the event that this is not possible, the fee will be refunded in accordance with the scale of refund specified in Schedule 2 of these Terms.
5.3 The refund above shall only apply once and shall not apply to any replacement Candidate sourced, Introduced and subsequently Engaged by the Client, should the Client allow Senzo Group Ltd to seek replacement Candidates.
5.4 No refund provisions shall apply to Fixed Term Contracts.
5.5 Credit notes will be cancelled if not taken or allocated within 2 years.
5.6 Subject to clauses 4.1 and 5.1, where the Client elects to change the Invoicing Currency agreed between the Parties for the Engagement, Senzo Group Ltd reserve the right to convert the Fee into the Invoicing Currency originally agreed. Such conversion shall be in accordance with the Xe.com or HMRC Exchange Rate (as applicable) on the date when an invoice is issued.
6. INTRODUCTIONS
6.1 Introductions of Candidates are confidential, and each party agrees that it will comply with applicable data privacy laws, rules and regulations of the jurisdiction of the Senzo Group Ltd, and will execute such additional documents as the other party may reasonably request to assure the requesting party that it is in compliance. The disclosure by the Client to a third party including any subsidiaries or affiliates of the Client of any details regarding a Candidate Introduced by Senzo Group Ltd which results in an Engagement with that third party within 12 months of the Introduction renders the Client liable to payment of Senzo Group Ltd’s fee as set out in clause 3.2. with no entitlement to any refund.
6.2 A fee calculated in accordance with clause 3.2. will be charged in relation to any Candidate Engaged as a consequence of or resulting from an Introduction by or through Senzo Group Ltd, whether direct or indirect, and within 12 calendar months from the date of Senzo Group Ltd’s Introduction, the Client’s withdraw of an Offer or the Candidate’s rejection of an Offer, whichever occurs the later.
6.3 Where the amount of the actual remuneration is not known Senzo Group Ltd will charge a fee calculated in accordance with the Fee Structure specified in Schedule 2 of these Terms on the higher level of remuneration applicable for the position in which the Candidate has been engaged with regard to any information supplied to Senzo Group Ltd by the Client and/or comparable positions in the market generally for such positions. If the Client subsequently provides verifiable evidence of the actual remuneration within a reasonable timeframe, not exceeding 14 days from the Candidate’s start date, the fee will be recalculated based on the actual remuneration, and any necessary adjustments will be made accordingly. Senzo Group Ltd reserve the right to issue a revised invoice or credit note to reflect the adjusted fee.
6.4 If the Client subsequently Engages or re-Engages a Candidate within a period of 12 calendar months from the date of termination of an Engagement a full fee calculated in accordance with the Fee Structure specified in Schedule 2 of these Terms becomes payable with no entitlement to any replacement or refund.
6.5 If the Client knowingly fails to notify Senzo Group Ltd of any Engagement the Client will be liable to pay an additional fee of 5% of the Remuneration representing a fair and reasonable pre-estimate of Senzo Group Ltd’s additional expenses incurred as a result of the Client’s breach of these Terms.
6.6 Subject to clause 6.3, in the event that any employee of Senzo Group Ltd with whom the Client has had personal dealings accepts an Engagement with the Client within 12 months of leaving Senzo Group Ltd’s employment, the Client shall be liable to pay an introduction fee to Senzo Group Ltd in accordance with the Fee Structure specified in Schedule 2 of these Terms.
6.7 If a Candidate has already been introduced within the previous six months to the Client for the same Engagement that the Candidate has been Introduced by Senzo Group Ltd (whether directly or indirectly through another employment agency or other party) the Client shall notify Senzo Group Ltd in writing within 48 hours of Senzo Group Ltd’s Introduction and where requested provide evidence of the previous introduction. If the Client does not provide written notification as required under this clause (or such previous introduction was for a different Engagement) the Client will be liable to pay a Fee upon the Candidate’s Engagement.
6.8 The Introduction by Senzo Group Ltd of any Candidate, and/or the Engagement by the Client of any Candidate, shall not be deemed a hiring practice by Senzo Group Ltd nor an exercise of control over any consultant by Senzo Group Ltd.
7. SUITABILITY AND REFERENCES
7.1 Where requested by the Client and if applicable in the Jurisdiction as agreed between the Parties for the Introduction, Senzo Group Ltd may endeavour to ensure the suitability of any Candidate introduced to the Client by obtaining confirmation of the Candidate’s identity; that the Candidate has the experience, training, qualifications and any authorization which the Client considers necessary or which may be required by law or by any professional body; and that the Candidate is willing to work in the position which the Client seeks to fill.
7.2 Subject to clause 7.1 above, at the same time as proposing a Candidate to the Client Senzo Group Ltd shall inform the Client of such matters in clause 7.1. as they have obtained confirmation of. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any Public or Bank holiday) following save where the Candidate is being proposed for a position which is the same as one in which the Candidate has worked within the previous five business days and such information has already been given to the Client.
7.3 Senzo Group Ltd endeavours to take all such steps as are reasonably practicable to ensure that the Client and Candidate are aware of any requirements imposed by law or any professional body to enable to the Candidate to work in the position which the Client seeks to fill.
7.4 Senzo Group Ltd endeavours to take all such steps as are reasonably practicable to ensure that it would not be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the position which the Client seeks to fill.
7.5 Notwithstanding clauses 7.1., 7.2., 7.3. and 7.4. above the Client shall satisfy itself as to the suitability of the Candidate and the Client shall take up any references provided by the Candidate to it or Senzo Group Ltd before engaging such Candidate. The Client is responsible at its own cost 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 any medical and other requirements, qualifications or permission require by law of the country in which the Candidate is engaged to work. Senzo Group Ltd will not be responsible for requesting information from a Candidate regarding past or present criminal convictions unless specifically requested by the Client.
7.6 Notwithstanding clauses 7.1., 7.2., 7.3., 7.4. and 7.5 above the Client understands and acknowledges that Senzo Group Ltd does not make any representations or warranties, express or implied, as to any Candidates, including but not limited to with respect to the accuracy or completeness of any information provided with respect to a Candidate, and Senzo Group Ltd will not have any liability to the Client or any third party resulting from such party’s use of such information.
7.7 To enable Senzo Group Ltd to comply with its obligations under clauses 7.1., 7.2., 7.3. and 7.4. above the Client undertakes to provide to Senzo Group Ltd 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 authorization 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. In addition, the Client shall provide details of the date the Client requires the Candidate to commence, 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.
8. SPECIAL SITUATIONS
8.1 Where the Candidate is required by law, or any professional body to have any qualifications or authorisations to work in the position which the Client seeks to fill; or the work involves caring for or attending one or more persons under the age of eighteen, or any person who by reason of age, infirmity or who is otherwise in need of care or attention, Senzo Group Ltd will take all reasonably practicable steps to obtain and offer to provide copies of any relevant qualifications or authorisations of the Candidate, two references from persons not related to the Candidate who have agreed that the references they provide may be disclosed to the Client and has taken all reasonably practicable steps to confirm that the Candidate is suitable for the position. If Senzo Group Ltd is unable to do any of the above it shall inform the Client of the steps it has taken to obtain this information in any event.
8.2 The Client agrees that, if it requests that Senzo Group Ltd introduce or otherwise supply a Candidate on a contract or temporary basis, whether as an independent contractor or under a contract for services; under an Employment Agency license, franchise or partnership agreement; or any other engagement directly or through a limited company of which the Candidate is an officer or employee then the aforementioned engagements shall be subject to a separate agreement to be negotiated and executed between Senzo Group Ltd and the Client.
9. LIABILITY
9.1 Senzo Group Ltd and the Client will not unlawfully discriminate against any Candidate whether directly or indirectly, on grounds of sex, sexual orientation, marital or civil partner status, gender reassignment, gender expression, race, religion or belief, colour, nationality, ethnic or national origin, ancestry, disability, veteran status, age and or any other protected status. Each Party will ensure that each Candidate is considered and or assessed for roles based on the Candidate’s merits, qualifications and technical abilities to fulfil the role. Senzo Group Ltd will not accept instructions from a Client who indicates an intention to discriminate unlawfully.
9.2 Except in the case of death or personal injury caused by Senzo Group Ltd’s negligence or in any other circumstances in which Senzo Group Ltd’s liability cannot be limited in law, Senzo Group Ltd shall not be liable to the Client for any loss, liability, damage, costs, claims or expenses (whether direct, indirect or consequential) incurred by the Client whether arising in respect of, contract, tort (including negligence), statute, misrepresentation or otherwise in connection with the Introduction or Engagement of any Candidate to the Client or the failure by Senzo Group Ltd to Introduce a Candidate. To the extent that Senzo Group Ltd does attract liability under these Terms its total aggregate liability arising under or in connection with these Terms whether arising in contract, tort, negligence, breach of statutory duty or otherwise shall be limited to 100% of the fees paid by the Client in the preceding 6-month period.
10. CONFIDENTIAL INFORMATION
10.1 Both parties may be given access to or acquire information which is proprietary or confidential to the other party and its affiliated companies, clients and customers. Any and all such information obtained by either party shall be deemed to be confidential and proprietary information. Both parties agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purposes whatsoever other than the providing of services under this Agreement. Both parties agree that the disclosure of any and all information shall be governed by the Privacy Laws of the jurisdiction of the Senzo Group Ltd which unless otherwise stated is England & Wales.
11. FORCE MAJEURE
11.1 Either party may defer the date for performance or terminate any agreement between the parties in accordance with clause 12.4, if it is prevented from, or delayed in, carrying on its business by acts, events, omissions or accidents beyond its reasonable control.
12. GENERAL
12.1 These Terms are governed by and shall be construed in accordance with the laws of the courts of the jurisdiction of England & Wales, and are subject to the jurisdiction of such courts.
12.2 Senzo Group Ltd may vary these Terms in so far as is reasonable to comply with the introduction of or variance in existing legislation that may affect these Terms, provided that Senzo Group Ltd notifies the Client in writing of any such variation.
12.3 Either party may terminate this agreement by providing the other party with 30 days’ notice in writing.
12.4 All notices which are required to be given in accordance with these Terms shall be in writing and may be delivered personally or by first class prepaid post to the addressee upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered; if by first class post 48 hours following posting; and if by email or facsimile transmission, when that email or facsimile is sent.
12.5 The Client may not assign its rights and obligations under these Terms without the prior written consent of Senzo Group Ltd.
12.6 These Terms constitute a contract for the provision of services and nothing in these Terms shall constitute or be construed as constituting or establishing any partnership or joint venture between the parties hereto for any purpose whatsoever. Nothing contained in these Terms will be construed to create the relationship of principal and agent, or employer and employee, between Senzo Group Ltd and the Client.
12.7 The parties acknowledge that the Senzo Group Ltd enters this Agreement for the Introduction of Candidates on behalf of itself and/or its Affiliate(s). If any provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision shall not affect the validity and enforceability of the rest of these Terms.
12.8 No failure or delay by Senzo Group Ltd in exercising any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right, nor shall it prevent or restrict its further exercise of that or any other right or remedy.
12.9 A person who is not a party to these Terms shall not have any rights to enforce these Terms.
12.10 The rights and obligations of the parties set forth in Clauses 3, 4, 5, 10, 12 and 6.6 and any right or obligation of the parties in these Terms which, by its nature, should survive termination or expiration of these Terms, will survive any such termination or expiration.
Schedule 1 – Definitions
“Affiliate” means, in relation to Senzo Group Ltd, a company which is a subsidiary or holding company of it, or any company which is a subsidiary of any such holding company, from time to time, where “holding company” and “subsidiary” shall have the meanings ascribed to them in Section 1159 of the United Kingdom Companies Act 2006 (as applicable), Section 7 of the Republic of Ireland Companies Act 2014 (as applicable), or under applicable United States federal and state law.
“Candidate” means the person introduced by Senzo Group Ltd to the Client for an Engagement including any officer or employee of the Candidate if the Candidate is a limited company and members of the Employment Agency’s own staff.
“Client” means the person, firm or corporate body together with any subsidiary or associated Company as defined by the United Kingdom Companies Act 2006 (as applicable) or Republic of Ireland Companies Act 2014 (as applicable), or under applicable United States federal and state law, to which the Candidate is introduced.
“Engagement” means the engagement, employment or use of the Candidate by the Client or any third party on a fulltime, contract or temporary basis, whether as an independent contractor or under a contract of service or for services; under an Employment Agency license, franchise or partnership agreement; or any other engagement; directly or through a limited company of which the Candidate is an officer or employee. “Engages” or “Engaged” shall be interpreted accordingly.
“Exchange Rate” means the exchange rate within the meaning of clause 5.6 of these Terms
“Fee Structure” means the Fee as specified in Schedule 2 of these Terms payable to Senzo Group Ltd by the Client for each Introduction resulting in an Engagement
“Fixed Term Contract” means a Candidate Engaged by the Client on a fixed term contract or on-going contract basis.
“Introduction” means (i) the Client’s interview of an Candidate in person, by telephone or via a video call following the Client’s instruction to Senzo Group Ltd to search for a Candidate; or (ii) the passing to the Client of a curriculum vitae, resume and/or information which identifies the Candidate; and which leads to an Engagement of that Candidate, whether or not the Candidate was known to the Client previously or not. “Introduces” and “Introduced” shall be interpreted accordingly.
“Invoicing Currency” means the currency or currencies in which invoices are to be raised by Senzo Group Ltd and paid by the Client as specified in Schedule 2 of these Terms and as agreed between the Parties.
“Jurisdiction” means the applicable laws of England & Wales.
“Offer” means an offer of Engagement by the Client to a Candidate, whether made orally, or in writing. “Payment Terms” means the payment terms as specified in Schedule 2 of these Terms.
“Permanent” means a Candidate Engaged on a full-time or part time basis.
“Advertised Selection” means a direct headhunting campaign carried out by Senzo Group Ltd to source Candidates for a specific role(s) utilising media space, branded advertisements and other related advertising methods.
“Search” means a direct headhunting campaign carried out by Senzo Group Ltd to source Candidates for a specific role(s).
“Remuneration” means the remuneration as specified in Schedule 2 of these Terms.
Schedule 2
| Senzo Group Ltd Details: | ||||
| Registered Name | Senzo Group Limited | |||
| Registered Address | 6 The Square, Martlesham Heath, Ipswich, Suffolk, IP5 3SL, United Kingdom | |||
| Registered Number | 16466151 | |||
| Invoicing Currency | The Invoicing Currency shall be GBP, EUR, CHF or USD as agreed between the Parties for each Introduction. | |||
Remuneration The aggregate gross annual taxable emoluments payable to or receivable by the Candidate in their first year of Engagement, which includes base salary or fees, guaranteed and/or anticipated bonus and commission earning, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Candidate for services rendered to or on behalf of the Client or the annualised gross fees of the Candidate (including all of the above emoluments) payable to or receivable by the Candidate (directly or indirectly) Engaged on a Fixed Term Contract. (The provision of a car is valued at a minimum of 5,000 in the Invoicing Currency as agreed between the Parties for each Introduction. Living accommodation allowances are valued at 25,000 in the Invoicing Currency as agreed between the Parties for each Introduction).
Fee Structure Remuneration package – 30% A minimum fee of 5,000 in the Invoicing Currency as agreed between the Parties for each Introduction shall apply.
The agreed Fee Structure shall be in the Invoicing Currency as agreed between the Parties for each Introduction. For any part-time Permanent Engagement, the Fee Structure will be pro- rated on the full-time equivalent, and the Fee shall be based upon that Remuneration.
Entities reserve the right to agree a different Fee Structure. Invoicing Terms Candidate’s acceptance of an offer Payment Terms 14 days from the date of invoice Scale of Refund
Final week of Candidates contracted employment. Introduction fee refunded (%) 1-2 90 3-4 60 5-6 40 7-8 20 9+ 0
ADDENDUM A
CONFIDENTIALITY AND DATA PROTECTION
1.1 Each party shall take all necessary steps to ensure that Confidential Information disclosed by the other party remains confidential and is not disclosed to any other person without the prior written consent of the disclosing party except that each party may disclose the same to their (a) Personnel who have a reasonable need to know in order to exercise the rights and perform the obligations of the receiving party under these Terms and (b) professional advisers who are subject to no less stringent obligations of confidentiality. Both parties undertake that any information which is received from the other party for the purposes of these Terms and any Project will only be used to exercise their rights and perform their obligations under these Terms and any Project.
1.2 The parties’ obligations shall continue for as long as these Terms remain in force and until all Projects have ended and for a period of 3 years thereafter. Such obligations shall cease to apply to information or knowledge which comes into the public domain other than by reason of the default of the receiving party.
1.3 The parties are controllers in the provision of and receipt of recruitment services under these Terms. Each party agrees that it will at all times comply with Data Protection Legislation, its obligations as a controller, and will only process personal data of the other party’s Personnel shared between the parties to the extent necessary for each party; to comply with and exercise their rights and or obligations under these Terms and any Contract (Contract Necessity), to comply with Applicable Law (Legal Obligations), and so Senzo Group Ltd may discuss and or deliver recruitment services to the Client. Senzo Group Ltd shall process personal data of the Client’s Personnel in accordance with its privacy notice published on its website.
1.4 Senzo Group Ltd will share personal data of Candidates, including any Representatives (as applicable) with the Client for a Project and the Client agrees that it shall process such personal data only to; assess the viability of and or to agree a Project, to administer a Project, for Contract Necessity and or to comply with its Legal Obligations. The Client will not retain personal data disclosed under this clause beyond a period of 12 months from receipt of such personal data from Senzo Group Ltd or 12 months from the end of any Project, whichever occurs later, unless such personal data is required for Contract Necessity and/or for Legal Obligations and which in case such personal data may be processed for as long as is reasonably necessary for such purposes. The Client will not process personal data on any other basis unless with the prior written consent of Senzo Group Ltd.
1.5 Each party warrants that it will not act in any manner or otherwise cause the other party to breach or fall foul of Data Protection Legislation and will be liable to the other party for any loss, damage, expenses, reasonable legal costs, fines, penalties, interest, third party claims made by data subjects affected, and any other liability arising out of or in connection with any breach of this clause by a party.
1.6 The Client shall process personal data (including any Sensitive Data) of any data subject pursuant to these Terms within the European Economic Area (“EEA”) or within a country which has an adequacy decision from the European Commission (“Safe Countries”), and whether before, during, or after any Contract has expired or otherwise terminated. The Client may only process personal data outside of the Safe Countries in accordance with Article 46 of the Regulation (EU) 2016/679 (General Data Protection Regulation) (“GDPR”), and where applicable the guidance and codes of practice issued by the relevant supervisory regulatory body of England & Wales.
1.7 Each party shall take appropriate technical and organisational measures to ensure the adequate protection of personal data shared by the other party under these Terms against loss, alteration, destruction, damage or disclosure. A party who receives personal data under these Terms will notify the other party of any personal data breach (or suspected breach) which affects such personal data and will provide such details as may be reasonable requested in respect of the personal data breach. Senzo Group Ltd in its absolute discretion may decide not to share personal data (including Sensitive Data) of any Candidate and or Representative with the Client where Senzo Group Ltd believes such processing either does not meet the principles of GDPR and or where Senzo Group Ltd deems it not relevant or necessary for the purposes of these Terms or any Contract.
1.8 Each party will notify the other party of any subject access request, complaint, or correspondence exercising Data Protection Legislation rights received from any Representative (“Data Protection Request”) and shall ensure they comply with any Data Protection Request in an appropriate and timely manner. The parties agree to provide each other with such reasonable and prompt co-operation and or assistance as is necessary to comply with any Data Protection Request and which shall be provided at no charge to the other party. Each party shall remain liable for their own breaches of Data Protection Legislation committed by their Personnel and or their sub-contractors.
1.9 Senzo Group Ltd shall use all reasonable endeavours to ensure that the Candidate will (and any Representative will) enter into any additional confidentiality and data protection undertakings that may be required by the Client or any End Customer to protect Personal Data that it may need to share with the Candidate during a Project and considering the nature of the Project under a Project.