1.1 In these terms of business (‘the Terms’) the following expressions shall have the following meanings:
1.1.1 ‘Candidate’ means a person introduced by the Company to the Client to be considered for an Engagement.
1.1.2 ‘The Client’ means any person, firm or corporation who approaches the Company with a view to engaging or otherwise employing a Candidate or to whom a Candidate is introduced by the Company.
1.1.3. ‘The Company’ means Spirit Executive Limited (Company No 8609557) or any of its subsidiary, associated or holding companies.
1.1.4. ‘Retained Assignment’ means the supply of services by the Company where the Client engages the Company to supply specific recruitment services.
1.1.5. ‘Engagement’ means the employment, hire or other use, directly or indirectly and whether under a contract of service or contract for services or otherwise, and on a permanent, temporary or other basis, of a Candidate by or on behalf of the Client.
1.1.6. “Introduction Fee” means the fee payable by the Client to the Company for the introduction of a Candidate.
1.1.7. ‘Non Retained’, ‘Exclusive Assignment’, ’Contingency Placement’ or ‘Contingency’, means the supply by the Company of services where payment is only due upon the offer and acceptance of a Candidate introduced to the Client by the Company.
1.1.8. ‘Month’ means a calendar month and ‘Week’ means 7 consecutive days.
1.1.9. ‘Total Annual Remuneration’ means payment made to the Candidate, which shall include gross salary, the Clients gross pension contributions, guaranteed payments, guaranteed bonuses and commissions, car and car allowance (subject to a minimum of £4000), private medical cover (subject to a minimum value of £1000) and any other one off payments or taxable emoluments offered to the Candidate.
1.2 In these Terms words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender and vice versa.
1.3 All and any business undertaken by the Company is transacted subject to these Terms, all of which shall be incorporated in any agreement between the Company and the Client. In the event of any conflict between these Terms and any other terms and conditions, these Terms shall prevail unless expressly otherwise agreed in writing by a director or other authorised officer of the Company. No variation in these Terms shall be valid if made without the written consent of a Director or other authorised officer of the Company.
1.4 The interviewing by or on behalf of the Client or the Engagement of a Candidate or the commencement by a Candidate of work for or the provision of services to the Client (whichever first occurs) shall be deemed acceptance of and agreement to these Terms.
1.5 The complete or partial invalidity or unenforceability of any provision herein for any purpose shall in no way affect the validity or enforceability of such a provision for any other purpose or the remaining provisions. Any such provisions shall be deemed to be severed for that purpose subject to such consequential modification as may be necessary for the purpose of such severance.
1.6 These Terms supersede all previous terms of business.
The Company will use reasonable endeavours to introduce to the Client a suitable Candidate to carry out work for the Client of such nature as the Client shall notify to the Company when advising the Company of the vacancy in respect of which the Candidate has been introduced including without limitation obtaining confirmation as to the identity of the Candidate, that the Candidate has the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or by any professional body for the Engagement and that the Candidate is willing to work in the Engagement. The Client accepts that no warranty as to the suitability of the Candidate can be given by the Company. The Company cannot guarantee to find a suitable Candidate for each vacancy.
3.1 The Client will notify the Company immediately an offer of employment is accepted by a Candidate or otherwise upon the commencement of an Engagement (whichever first occurs).
3.2 Notwithstanding clause 3.1 above, the Client shall satisfy itself as to the suitability of any Candidate for the purposes of the vacancy for which the Candidate has been introduced. Without prejudice to the generality of the foregoing, it is acknowledged by the Client that it is for the Client to take up references, to check the validity of qualifications and to ensure that the Candidate is capable of operating any equipment and/or machinery to the necessary level. The Client shall be responsible for obtaining any work and other permits and for ensuring that the Candidate satisfies any medical requirements or other qualifications that may be appropriate or required by law. If the Client is aware that Engagement of a Candidate would be detrimental to the Candidate’s interests it shall notify the Company forthwith.
3.3 The Client undertakes not to employ or seek to employ members of the staff of the Company but if any such member of staff accepts an Engagement within 3 months of such member leaving the employment of the Company, then the Client shall be liable to pay the Company an Introduction Fee in accordance with the Company’s scale fees, from time to time, as if such member of staff had been introduced by the Company.
3.4 The Client undertakes that in the event of the Client hiring directly or effectively introducing (directly or indirectly) any Candidate internally or to another person, firm or corporation, including any subsidiary, associated or holding company of the Client, resulting in an Engagement by that person, firm or corporation (which the Client shall immediately notify to the Company) the Client shall pay to the Company an Introduction Fee in accordance with clause 4 for Retained introductions and 4.2 for Non Retained introductions hereof, unless the Engagement occurs more than 12 months after the introduction of the Candidate to the Client by the Company or from the date of the Candidate’s last interview with the Client whichever is the later.
3.5 The Client consents to the disclosure by the Company to Candidates of information relating to the Client.
3.6 If the Company provides the Client with a shortlist of Candidates which the Client finds unacceptable it shall notify the Company within 7 days of receipt of such shortlist with its reasons as to why the Candidates short-listed are not acceptable to it failing which the shortlist will be deemed to be acceptable to the Client. If the shortlist is not acceptable, the Company shall hold further discussions with the Client and compile a further shortlist of Candidates for the Client.
3.7 If the Company is unable within a period of 4 months from the date of instruction by the Client to provide a satisfactory shortlist and for this purpose a satisfactory shortlist means a minimum of two candidates whom the Client agrees to interview or who on the face of it meet the Client’s requirements then the Company shall on request refund the Client its first instalment payment (subject to the Client having paid it in accordance with agreed payment terms) and no further payments shall be due by the Client to the Company.
3.8 The Client authorises the Company to act as a broker to locate approach check and present Candidates for an Engagement and to negotiate remuneration in preparation for a formal offer of employment from the Client. The Company is not authorised to make a final formal offer to a Candidate on behalf of the Client. Any such offer shall be made by the Client.
4. Fee Tables
|RETAINED SEARCH (Comprehensive Search)|
|Remuneration % Fee Charged|
|Up to £99,999 30%|
|£100,000 to £200,000 plus 35%|
4.1 Subject to any agreement to the contrary in writing:-
4.1.1 The Introduction Fee shall be calculated in accordance with the Company’s scale of fees in relation to
a Candidates total remuneration as set out.
4.1.2 In the case of a Retained Assignment the Introduction Fee shall be due and payable in three equal instalments as follows: -
126.96.36.199 One third of the Introduction Fee upon commencement of the assignment, referred to as 1st stage;
188.8.131.52 One third of the Introduction Fee upon the Client’s acceptance of a short-list of Candidates, referred to as 2nd stage; and
184.108.40.206 The final third of the Introduction Fee upon successful Offer & Acceptance/Engagement of a Candidate, referred to as 3rd stage. VAT shall be payable thereon at the prevailing rate where applicable.
4.1.3 In the case of an Exclusive or Contingency Assignment the Introduction Fee shall become due and payable immediately upon the offer and written acceptance of a Candidate by the Client
|NON RETAINED – (Exclusive, Placement, Contingent)|
|£100,001-120,000 plus 30.0%|
4.2 The Introduction Fee payable for non-retained shall be calculated as a % of the Total Remuneration including benefits and bonuses offered to successfully fill the position, subject to any agreement to the contrary in writing with the client at the point of instruction/permission to work.
4.3 Charges for advertising must be separately agreed in writing before the advertisement is placed and will be payable irrespective of whether a Candidate is engaged. All other charges must be separately agreed in writing and will be payable irrespective of whether or not a Candidate is engaged.
4.4 All moneys due hereunder shall be paid by the Client within 14 days of the date of invoice by the Company.
4.5 The Company reserves the right to charge the Client interest in respect of any amount outstanding after the period for payment set out in clause 4.4 above (both before and after any judgment) from the date of invoice up to and including the day of payment at the rate of 3% per annum above the base rate from time to time of Lloyds Bank Plc.
4.6 Save as provided in Clause 3.7 above the Company shall not be obliged to make any rebate or refund of the Introduction Fee or any part thereof to a Client in any circumstances, but if a Candidate leaves the Client within 6 months of the date of Engagement for non-retained or within 12 months of the date of Engagement for Retained through no cause or fault of the Client’s then the Company will without obligation and subject to the Client having paid to the Company the Introduction Fee in accordance with agreed payment terms take reasonable steps to find a replacement Candidate free of charge.
5.1 The Client may terminate a Retained Assignment at any time. If the Client terminates a Retained Assignment at any stage then 50% of the next instalment payment shall immediately fall due to be paid by the Client to the Company and the Client shall not be entitled to any other rebate or refund of the Introduction Fee unless the provisions of Clause 3.7 specify. There are no termination costs in relation to non-retained assignments.
6.1 Neither the Company nor any of its staff shall be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with an Engagement and, in particular, but without limitation to the foregoing, any such loss, injury, damage, expense or delay arising from or in any way connected with:
6.1.1 Failure of the Candidate to meet the requirements of the Client for all or any of the purposes for which he is required by the Client;
6.1.2 Any act or omission of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;
6.1.3Any loss, injury, damage, expense or delay incurred or suffered by a Candidate; Provided that nothing in this clause 6 shall be construed as purporting to exclude or restrict liability of the Company to the Client for personal injury or death resulting from negligence (as defined in the Unfair Contract Terms Act 1977) nor any statutory liability or any exclusion or limitation which is prohibited by law.
6.2 In consideration of the Company entering into an agreement with the Client into which these Terms are incorporated, the Client hereby undertakes to indemnify the Company in respect of any and all liability of the Company for:
6.2.1 Any loss, injury, expense or delay suffered or incurred by a Candidate, howsoever caused; and
6.2.2 Any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; Provided that this indemnity is given only in respect of any such loss, injury, damage, expense or delay caused during or arising directly or indirectly out of or in any way connected with an Engagement.
6.3 The Client acknowledges that the limitations and exclusions of the obligations and liabilities of the Company set out herein are reasonable and reflected in the fee payable to the Company hereunder and shall accept risk and/or insure accordingly.
7.1 The Company reserves the right to review and to revise these Terms without prior notice.
7.2 These Terms shall be governed by and construed in accordance with the laws of England, Scotland and Wales.