Standard Terms and Conditions of Business
Acceptance Of Terms
The following Terms and Conditions of Business shall be deemed to have been agreed and accepted by yourselves, ……………………………………. (the “Client”) upon the confirmation of an assignment, order for the supply of goods or services, or the introduction (as defined below) of any candidate by Longbridge Search & Selection (UK) Limited, 85 Gracechurch Street, London EC3V 0AA (the “Company”) to the Client. For the purposes of these Terms and Conditions of Business, the Client shall include any parent, subsidiary or associated company of the Client, or any successor, whether by reorganisation, merger, sale or otherwise.
Any variations to these Terms and Conditions of Business must be agreed in writing by a Director of the Company.
These Terms and Conditions of Business are effective from 8th January 2008 and supersede and replace any Terms and Conditions of Business under which the Company and the Client may have conducted prior business.
Contingency Recruitment
Introductions
A Contingency Introduction is made and is effective on the date that the Client receives notification, oral, written or electronic, of the candidate from or through the Company, where such introduction leads to the engagement of the said candidate by the Client. The Contingency Introduction will remain valid for a period of 12 months from the date that it is effected.
In the event that a candidate, introduced by the Company to the Client and engaged by the latter, introduces, or assists in the introduction of, an individual or individuals from his or her previous employer to the Client within 12 months of the date of employment of such first candidate, an introductory fee will be payable to the Company in respect of each of such other individuals (whether or not considered to be part of a team) and calculated in accordance with the Contingency Introduction fees detailed below.
Fees
A fee of 30% of the candidate’s Gross 1st years Remuneration (as defined below) is payable to the Company upon commencement of employment with the client.
Terms of Payment
Invoices will be rendered upon written acceptance by a candidate(s) of an offer from the Client and are payable by the Client within 14 days of the invoice date. Where applicable, VAT will be charged at the prevailing rate. Failure to pay the fees in full within the 14 day period will result in interest being charged on overdue amounts, calculated at 2% above the Lloyds TSB base rate for the time being in force. Further, the Guarantees set out below will only apply if these terms of payment are strictly adhered to.
Guarantees
Should the employment or engagement of the successful candidate terminate within the first 3 months from the first day worked by the candidate, or should the candidate not actually commence employment with the Client, the Company will endeavour to resource a replacement candidate, but no refund of fees will be made to the Client. The obligation to resource a replacement candidate is subject to the following conditions:
- the termination being justified or the candidate leaving of his or her own volition and not as the result of redundancy or any reorganisation of the Client’s business
- the Company fee having been paid in full within 14 days of invoice date
- the Client notifying the Company in writing within 7 days of the termination of employment
Retained Recruitment Assignments
Where the Company is engaged by the Client on a Retained Search Assignment or a Retained Advertised Selection Assignment (hereafter collectively a “Retained Recruitment Assignment”), the following specific Terms and Conditions of Business shall apply:
Introductions
An Introduction is made and is effective in relation to any target candidate, individual or firm, named on the shortlist or long list presented to the Client for a Retained Search Assignment, where such candidate is engaged in employment by the Client within a period of 18 months from the date of presentation of such shortlist or long list, whichever is the latest. In the event of such engagement, the full fee will be payable to the Company as set out hereunder.
In the event that a candidate, introduced by the Company to the Client introduces, or assists in the introduction of, an individual or individuals from his or her previous employer to the Client within 12 months of the date of employment of such first candidate, an introductory fee will be payable to the Company in respect of each of such other individuals (whether or not considered to be part of a team) and calculated in accordance with the Contingency Introduction fees detailed below.
Fees
The Client shall pay to the Company fees in accordance with these Terms and Conditions of Business. The Company's fee shall be calculated at the rate of 33.33% of the successful candidate or candidates projected gross remuneration (as defined below) in the first year of employment. The Client will inform the Company of full actual remuneration within 3 months of the 1st anniversary of the candidate start date. The company is entitled to charge an additional fee calculated on the increase from the initial projected annual remuneration.
The candidate’s projected gross remuneration in the first year of employment (hereafter the “Gross Remuneration”) comprises the following constituent elements/is calculated on the following basis:
- Basic salary (where the candidate is a salaried employee). The basic salary will be the salary at which the candidate commences employment, but will include any uplift during the course of the first 12 months of employment, if the amount of such uplift is certain and agreed at the time of commencement of employment
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Bonus (of whatever nature, including, but not limited to, signing-on bonuses, discretionary bonuses and guaranteed bonuses) or commission payments. Where a bonus is discretionary, the estimated value of such bonus will be agreed with the Client at the time of the negotiation of the offer with the candidate and be calculated on the basis of a median rate of the upper and lower likely amounts for such bonus, e.g. if the anticipated discretionary bonus rate quoted is
25-35%, the estimated value of the bonus would be 30%. Where a commission is payable to the candidate, the value of such commission will be that which is expected by the candidate and the Client if the conditions for the payment thereof are reasonably met (i.e. a reasonable estimate will be made and agreed); and
- Other forms of remuneration. These will include: stocks and shares; housing/accommodation allowances; relocation allowances; car allowances (where a car is provided, this will be assessed as remuneration at the rate of £6,000 or the value attributed to the car allowance by the Client, whichever is greater).
Fees for search assignments are payable in 3 stages:
- First Stage Fee
- 1/3 of estimated fee (payable on commencement of assignment) or £6,000 + VAT, whichever is the greater
- Second Stage Fee
- 1/3 of estimated fee (payable on presentation of shortlist)
- Completion Fee
- balance calculated on actual gross remuneration (as calculated above): this is payable on completion of assignment, which is deemed to occur on receipt of written confirmation of a candidate’s acceptance of an offer from the Client, and adjusted to account for any difference between estimated and actual salary package
The Client agrees to retain the services of the Company on an exclusive basis. Any candidate introduced by a third party or by direct application relating to the assignment may not be accepted by the Client and must be notified to the Company. In the event that such candidate is employed by the Client, the full fee, calculated on the hired candidate’s gross first year remuneration (as calculated above) shall be payable to the Company irrespective of how the candidate was sourced originally.
In the case of a merger or other similar association, the Company's fee shall be a sum equivalent to 5% of the first £500,000, 4% of the next £500,000, 3% of the next £1,000,000 and 1.5% thereafter of the candidate firm's gross turnover for the 12 month period preceding the date of such merger or association.
All search-related expenses incurred by the Company in relation to a Retained Recruitment Assignment being undertaken on behalf of the Client shall be billable to the Client. All travel and any individual expenses in excess of £200.00 shall be subject to the prior written consent of the Client. Expenses are payable within thirty (30) days of the Client’s receipt of a written invoice together with appropriate receipts. If the Client instructs the Company to carry out a Retained Advertised Selection Assignment on their behalf, the costs of all media advertising, artwork and production shall be borne by the Client.
Terms of Payment
Invoices will be rendered at the 3 stages (commencement, shortlist and written acceptance of offer) of a Retained Recruitment Assignment. All fees due hereunder are payable by the Client within a period of 14 days from the invoice date. Where applicable, VAT will be charged at the prevailing rate. Failure to pay the fees in full within the 14 day period will result in interest being charged on overdue amounts, calculated at 2% above the Lloyds TSB base rate for the time being in force. Further, the Guarantees set out below will only apply if these terms of payment are strictly adhered to.
Guarantees
Should the employment or engagement of the successful candidate resulting from the Retained Recruitment Assignment terminate within the first 3 months from the first day worked by the candidate, or should the candidate not actually commence employment with the Client, the Company will endeavour to resource a replacement candidate, but no refund of fees will be made to the Client. The obligation to resource a replacement candidate is subject to the following conditions:
- the termination being justified or the candidate leaving of his or her own volition and not as the result of redundancy or any reorganisation of the Client’s business
- the Company fee having been paid in full within 14 days of invoice date
- the Client notifying the Company in writing within 7 days of the termination of employment
If after a period of 6 months from the date of termination of employment / engagement of the original successful candidate and no replacement candidate has been resourced, the obligation to resource such replacement candidate will have lapsed.
Cancellations by the Client
In the following situations the Client will be deemed to have cancelled the Retained Recruitment Assignment (each constituting a “Cancellation”):
- withdrawing a Retained Recruitment Assignment
- putting such assignment on hold for a period of in excess of 3 months
- materially changing the original brief (such material change being constituted by, but not limited to, a change in the level of experience of the candidate sought; a change in the geographical location of the proposed placement of employment for the successful candidate; or a change in the remit, function or make-up of the role)
- failing to take such steps as are reasonably required of the Client in order to enable the assignment to be completed (including, but not limited to: the Client failing within a reasonable period of time to give feedback to the Company on CVs/profiles/interviews of candidates introduced to the Client by the Company as part of the Retained Recruitment Assignment)
Where a Cancellation occurs within 15 days of commencement of the assignment (commencement being deemed upon acceptance of the Company’s Proposal), the first stage fee and any advertising costs incurred or to be incurred by the Company will be payable by the Client.
In the event of a Cancellation by the Client more than 15 days after commencement of the assignment, the second stage fee will also be payable, in addition to any advertising costs incurred or to be incurred by the Company. If, however, a shortlist of candidates has been presented to the Client by the time of Cancellation the estimated completion fee will also become due and payable to the Company.
If the Client withdraws a written offer of employment after it has been accepted by the candidate concerned, the full fee will be payable by the Client.
Termination by the Company
The Company reserves the right to terminate any recruitment immediately without liability for compensation to the Client in the event that the Client:
- becomes insolvent, bankrupt or applies for an administration order or enters into a voluntary arrangement with its creditors
- being a partnership, dissolves: in such event, the partners will remain jointly and severally liable for any fees due and payable to the Company hereunder
- is in breach of any of the terms of its agreement with the Company (including payment terms)
- instructs consultants from the Company to provide services which are either illegal, unethical or contravene accepted codes of professional practice
Confidentiality
The Company will make every effort to respect and preserve the confidentiality of privileged information it receives concerning its Clients' employees, businesses and plans. The Client, for its part, accepts that it will also preserve the confidentiality of any privileged information provided to it by the Company or any candidate who is being introduced to it by the Company in the course of a Retained Recruitment Assignment.
All introductions made during the course of Retained Recruitment Assignments are confidential and Clients are required to respect this confidentiality. Information relating to candidates may only be passed to a third party (including any body, partnership, individual or any principal, agent or sub-contractor of the Client) with the prior consent of the Company. In the event of a candidate being engaged by such a third party, either on a temporary or permanent basis, as the result of a referral by a Client or a member of the Client's staff, the full fee will be payable to the Company by the Client to whom the candidate was originally introduced.
Liability
Whilst every effort is made to provide a reliable and professional service, no warranty or representation expressed or implied is given in respect of services or materials supplied or any candidate introduced. The Company, its associates, staff or agents shall not be liable under any circumstances for any loss, damage or expense suffered or incurred by the Client arising directly or indirectly or in any way connected with any introduction of any candidate by the Company to the Client, or from any act or submission on the part of a candidate introduced by the Company, even if such an act or submission is negligent, dishonest or fraudulent.
It is the responsibility of the Client to satisfy himself or herself as to the candidate's suitability, to take up references, arrange medical examinations and to obtain any necessary work permits or other permits prior to the engagement of the candidate. Reports relating to the interpretation of test results prepared for Clients represent opinions based on test results and must not be relied on as statements of fact.
Jurisdiction
These Terms and Conditions of Business shall be governed by the laws of England and Wales and the Company and the Client submit to the exclusive jurisdiction of the English courts.