Service Level Agreement
TERMS AND CONDITIONS OF ENGAGEMENT FOR PLACEMENT SERVICES
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DEFINITIONS AND INTERPRETATION
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Definitions
In this Agreement, unless clearly inconsistent with or otherwise indicated by the context, words and expressions defined in the Master Terms and Conditions shall bear the meaning assigned to them in this Agreement, and unless clearly inconsistent with or otherwise indicated by the context –
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“Agency” means a duly registered recruitment and resourcing company, incorporated in terms of the laws of the Republic of South Africa, herein represented by a representative duly authorised thereto by a resolution of the board of directors of the Agency;
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“Agreement” means the agreement set out in this document and the appendices hereto;
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“Applicant/Client” means a candidate submitted and represented by the Agency who has been shortlisted for the recruitment process by Samancor and/ or offered an advertised position through a written offer contained in the Letter of Appointment;
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“Commencement Date” means the date of acceptance of this Agreement;
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“Engagement” means services, terms and conditions of the services, additional services;
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““Samancor” means Samancor Chrome Limited (Registration Number 1926/008883/06), a company duly registered and incorporated in terms of the laws of the Republic of South Africa, herein represented by the Group Procurement Manager she/he being duly authorized thereto in terms of a resolution of the board of directors of Samancor; and
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“Days” means calendar days;
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“Laws” means any law of general application and includes the common law and any statute, constitution, decree, treaty, regulation, directive, ordinance, by-law, standard or any other enactment of legislative measure of government (including local and provincial government) statutory or regulatory body which has the force of law in the Republic of South Africa;
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“Letter of Appointment” means written offer made by Samancor to the successful applicant
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“Master Terms and Conditions” means Samancor’s Master Terms and Conditions for the Supply of Goods and Services posted at [http://www.samancorcr.com/];
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“Placement Services” means recruitment services as provided by the Agency for the placement of permanent staff / temporary or fixed term/contract assignments; and
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“Purchase Order” means a purchase order issued by Samancor to the Agency in terms of this Agreement.
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Interpretation
Where any term is defined within the context of any particular clause in this Agreement, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in clause 1.1 of this Agreement.
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STUCTURE AND PRECEDENCE
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This Agreement expressly incorporates the Master Terms and Conditions, but in the event of a conflict between the provisions of the Master Terms and Conditions and the provisions of this Agreement, the provisions of this Agreement shall prevail to the extent of the conflict.
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No addition and/or modification shall be binding on Samancor, unless specifically accepted in writing by the Group Procurement Manager on behalf of Samancor. Where the Agency’s quotation, order acknowledgement or any other correspondence contain terms and conditions in conflict with or in addition to this Agreement, such contrary and/or additional terms and conditions are hereby expressly rejected and neither acceptance by Samancor of the Services in terms of this Agreement and/or a Purchase Order nor payment therefore shall constitute a waiver by Samancor of any of the provisions of this Agreement or assent to any other conditions.
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APPOINTMENT AND DURATION/TERMS OF ENGAGEMENT
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The Agency shall be a non-exclusive Agency of the Services to Samancor and the Agency accepts such appointment on the terms and conditions of this Agreement. For the avoidance of doubt, this Agreement does not constitute a sale of Services and does not impose an obligation on Samancor to acquire the Services the Agency or to acquire any minimum quantity of the services from the Agency. The Services are only purchased by Samancor pursuant to an issue of a Purchase Order.
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In all activities associated with the Services, the Agency acts in the capacity as agent of its Client/Applicant and is not deemed to be the employer of the Client/Applicant. Should the Agency submit a Client/applicant that has already been submitted on to Samancor’ candidate database, and Samancor subsequently hires such applicant, no fees, in accordance with the terms of this Agreement, will become due and payable to the Agency.
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ENGAGEMENT / RE-ENGAGEMENT OF CLIENTS/APPLICANTS
Should Samancor or any of its subsidiaries, its associates or any other entity related to Samancor engage or re-engage a Client/Applicant after a period of twelve (12) months from the date of introduction or termination, no fees will be payable to such Agency terms hereof.
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FEES AND PAYMENT TERMS
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No fee will be incurred by Samancor until the successful Client/Applicant commences the Engagement, and only then will the Agency render an invoice to Samancor for its fees.
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The fee is based on a percentage of the Gross Annual Remuneration Package (GARP) offered by Samancor to the Client/Applicant pursuant to the proper performance of the Services in respect of a Client/Applicant by the Agency in terms hereof.
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The GARP shall include all taxable benefits referred to in Schedule 7 of the Income Tax Act No. 58 of 1962 (as amended), gross salary exclusive if any of a ‘13th cheque’, any fee or allowance, Value Added Tax (VAT) and excluding performance bonuses and commissions.
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The GARP % Fee (excluding VAT) will not exceed 12.5% in respect of any one Client/Applicant and will only be payable to the Agency upon expiry of a 90 (ninety) day period from date of Engagement.
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Payment will only be made against tax invoices from the Agency complying in all respects with the Value Added Tax Act, No. 89 of 1991.
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Subject to the due and proper fulfilment of all the Agency's obligations in terms of this Agreement and provided original tax invoices were submitted to Samancor by no later than the 28th of the month in which the Service was rendered, payment will, as far as possible and unless otherwise specified by Samancor, be made within (7) seven days of receipt of invoice immediately following the last day of the Guarantee Period. In the event that the last day of the aforesaid (7) seven day payment period falls on a day which is not a business day, the last day for payment shall be extended to the immediately succeeding business day.
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The Agency shall not be entitled to interest on any amount owed by Samancor to the Agency, whether in terms of this Agreement or otherwise, and Samancor shall not incur any liability to the Agency as a result of the payment of any amount due in terms hereof at any time after the last or due date for payment thereof (including consequential damages). The Agency shall not be entitled, and hereby waives any right to claim, mora interest in terms of the Prescribed Rate of Interest Act, No. 55 of 1975 and any amendments thereto.
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Samancor shall pay the Agency by electronic funds transfer.
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HUMAN RESOURCES LEGISLATION
The Agency warrants that it has the relevant experience in and knowledge of all relevant Laws governing the provisions of the Services as set out in this Agreement and that it shall adhere to same, including but not limited to, the Labour Relations Act No 66 of 1995 (“LRA”) and the Basic Conditions of Employment Act No 75 of 1997 (“BCEA”) as amended from time to time.
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SCOPE OF SERVICES AND DELIVERABLES SCHEDULE
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Prior to submitting any curriculum vitaes to Samancor, the Agency shall obtain the relevant Client/Applicant’s permission and the Agency shall ensure that the Client/ Applicant understands the role and that the Client/Applicant’s skills, experience and qualifications match Samancor’s requirements set out in the advertised job profile.
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Services offered for the standard fee as listed in clause 5 above will include but not be limited to:
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Job profiling and analysis;
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Advertising;
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Screen Client/Applicant (telephonic and written);
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Database search (internet, electronic and physical);
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Exec searching (where applicable);
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Distant and personal competency based interviews;
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Skills assessments (where applicable);
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Behavioural assessments;
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Short listing;
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Original CV from the candidate;
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Credential verification;
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References and Payslip checks;
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ID/Driver’sLicense/Credit/Criminal/Background/Professional Accreditation checks and proof of records where required;
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Client/Applicant interview co-ordination;
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Debriefing of Client/Applicant
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Offer presentations;
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Offer negotiating and counselling
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Declining all unsuitable Client/Applicant as per LRA requirements;
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Guide successful Client/Applicant during the notice period;
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Performance management of successful Client/Applicant during the guarantee period; and
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Problem solving and advice during the guarantee period.
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The Agency shall notify Samancor’s HR Department of assessment (including, but not limited to psychometric assessments) non-attendance by any of its Client/Applicant 3 (three) days before the assessment. Should the Agency fail to notify the Samancor HR Department in time of such non-attendance, the Agency shall be liable to Samancor for 50 (fifty) percent of the assessment fees
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The Agency shall only communicate with Samancor by means of e-mail correspondence and work telephone only. Cellphone communication will only be used in cases of emergency. For purposes of this Agreement, emergency shall mean any one of the following: a Client/Applicant being counter offered at their current company, a Client/Applicant cancelling an interview/assessment and/or running late for an interview/assessment.
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The Agency shall treat all Samancor information with absolute confidentiality. The Agency shall keep Samancor’s salary scales and recruitment processes confidential.
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The Agency shall advise all its Clients/Applicants that all placements will take place the first of the month following the interview, unless otherwise agreed with Samancor.
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The Agency shall ensure that its Clients/Applicants is aware of and understand that the signature of the Letter of Appointment will constitute acceptance of the Samancor’s terms and conditions of employment by such Client/Applicant.
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DISPUTES BETWEEN DIFFERENT RECRUITMENT AGENCIES
In the event of a dispute where one Client/Applicant was submitted by more than one Agency, the Agency that submitted the Client/Applicant to Samancor first will be considered to be the agent of such Client/Applicant.
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APPLICABLE STANDARDS
The Agency must comply with all of Samancor’s procurement procedures and requirements as well as be an APSO member (African Professional Staffing Organization).
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GUARANTEE PERIOD
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Should the Client/Applicant, within the Guarantee Period, resign or be legitimately dismissed, the Agency will refund the fee already paid to the Agency by Samancor within seven (7) days of the placed Client/Applicant resigning or being legitimately dismissed.
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In the event that the Client/Applicant resigns within the Guarantee Period, a credit note will be issued by the Agency to Samancor based on the Client/Applicant’s tenure as follows:
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1 month - 85%
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2 months - 70%
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3 months - 65%
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In the event of a termination for any reason whatsoever, within the Guarantee Period:
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Samancor may at its sole discretion request the Agency to replace the Client/Applicant within 30 (thirty) days of such termination or to issue Samancor with the credit note in line with 12.2 above within 7 days of the receipt of the request from Samancor.
If the Agency is requested to replace the Client/Applicant, the Agency will not be paid for such replacement and the replacement shall be of the same caliber and standard of terminated Client/Applicant.