In these terms of business (‘the Terms’) the following expressions shall be given the following meanings:
“Candidate” means a person who approaches or is introduced to the Client and is considered for the Engagement, whatever the source.
“Client” means any person, firm, company, corporation (including such company or corporation’s subsidiary, associated or holding companies) who approaches the Company with a view to engaging a Candidate or to whom a Candidate is introduced by the Company.
“Commencement of Engagement” means the date upon which the Candidate starts to work for the Client or the date upon which the Candidate signs an employment contract with the Client whichever is the earlier.
“Company” means One Search Ltd or any of its subsidiary, associated or holding companies, most notably One Search Inc.
"Compensation" means the total first year annualised compensation of the hired candidate (as agreed in the employment contract), including base salary, projected and/or discretionary bonus, signing bonus and any other paid, accrued, deferred or other compensation.
“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 full time, temporary or consultancy basis, of a Candidate or a member of the Company’s Staff by or on behalf of the Client.
“Month” means a calendar month.
“Introduction” means the passing to the Client of information, which identifies the Candidate.
“Introduction Fee” means the fee payable pursuant to Clause 6 payable in the instalments described in Schedule A annexed.
“Services” means the services to be provided by the Company to the client, as agreed in a letter of engagement signed by the parties.
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.
The complete or partial invalidity or unenforceability of any provision in these Terms 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.
These Terms supersede all previous terms of business.
The headings in these Terms are for convenience only and do not affect their interpretation.
All and any business undertaken by the Company concerning the Engagement of Candidates by the Client is transacted subject to these Terms, all of which shall be incorporated in any agreement between the Company and the Client relating to the Services.
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 by the Candidate of services to the Client (whichever first occurs) shall be deemed acceptance of and agreement to these Terms.
The Company will use reasonable endeavours to introduce to the Client a suitable Candidate to carry out work for the Client, but as the Client accepts neither the Company can give a warranty as to the suitability of the Candidate nor guarantee to find a suitable Candidate for each vacancy.
The Company believes it to be best practice for the Client to engage an external referencing agency to conduct the referencing process, when an offer of employment has been made to the Candidate. However, if required by the Client and notified to the Company in writing, the Company will conduct a formal referencing process, at no extra cost to the Client. The formal references will normally be requested from a superior, a peer and a subordinate and will be communicated to the Client.
The Client will notify the Company promptly upon an offer of employment being accepted by a Candidate or upon the commencement of an Engagement (whichever first occurs) together with the details of the Candidate’s Remuneration.
The Client shall (a) satisfy itself as to the suitability of any Candidate for the purposes of the vacancy for which the Candidate has been introduced and (b) be responsible for obtaining any work and other permits and for ensuring that the Candidate satisfies any qualifications that may be appropriate or required by law. The Company will clearly state where any such work or other permits might be required by any Candidate it submits.
The Client undertakes not to employ or seek to employ members of the staff of the Company that have directly dealt with the Client on this Engagement for a period of 12 months after the Commencement of the Engagement.
Nothing in this clause 4 shall apply to any solicitation for employment of any member of staff by the Client which is directed at the public in general and/or found in general publications or where a member of staff approaches the Client without any solicitation by the Client.
The Client undertakes and accepts that Introductions made to the Client by the Company are confidential and that if the Client introduces (directly or indirectly) any Candidate 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 6 of these Terms, unless the Engagement occurs more than one year after the introduction of the Candidate to the Client by the Company or more than one year from the date of the Candidate’s last interview with the Client whichever is the later.
The Client consents to the disclosure by the Company to Candidates of all information in whatever form (including without limitation, written, oral, visual or electronic form, or on tape or disk) relating to the Client for the purposes of the Engagement only. The Company undertakes and shall procure that the Candidates shall treat such information as secret and confidential throughout the Engagement.
The Company undertakes and shall procure that the Candidates shall not at any time or for any reason disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of such information described above other than for the purposes of the Engagement.
The Client will notify the Company promptly if any Candidate introduced by the Company was known to the Client prior to the Introduction.
Our fee does not exclude internal candidates or candidates referred by the client. Once the “Client“ has engaged the “Company” to undertake the search, to maintain consistency, internal candidates and referred candidates are also interviewed and assessed by the ”Company” along with the external candidates, as per agreed key selection criteria listed in the assignment brief.
The Client will pay all reasonable travel and accommodation expenses incurred by the Company in connection with conducting a search for candidates and only with prior approval from the Client, including but not limited to costs of meeting candidates, on the submission of suitable supporting documentation where required by Client.
It is expected that the consultant(s) who are working specifically for the Client will utilize unrestricted Business Class air travel for flights over 5 hours in duration. They will also be expected to use a business friendly hotel, i.e. one that has business facilities.
A fee of 30% of the Applicant’s total expected compensation payable to the Company in pounds sterling in cleared funds without deduction, counterclaim, withholding or set-off by the Client for an Introduction resulting in an Engagement. VAT will be charged on the fee if applicable.
The Company reserves the right to charge the Client interest in respect of any amount outstanding after the period for payment set out above (both before and after any judgment) from the date of invoice up to and including the day of payment at the rate of 8% per annum.
All fees are exclusive of VAT, where applicable.
If either a Candidate or the Client lawfully terminates an Engagement within six months of the date upon which such Candidate commenced work for the Client and provided that:
• all monies due under these Terms have been paid by the Client;
• such termination of the Engagement by the Client has not arisen as a result of redundancy, pregnancy, injury or ill health or by reason of the Candidate’s race, sex or any disability or by reason of a change in job specification;
• such termination has not arisen where the Client has entered into the Engagement with the prior or likely intention of disposing with the Candidate’s services or terminating employment with a view to obtaining a replacement search unfairly;
• the Client serves notice on the Company in writing of the termination of the Engagement within 7 days of such termination;
Then the Client shall instruct the Company to commence a search for a replacement Candidate, at no additional fee cost to the Client and on the same terms as the original Candidate was provided.
Other than with regard to:
a) a breach of confidentiality obligations by the Company; and/or
b) any failure of the Company to provide the Services;
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:
• 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;
• any act or omission of a Candidate, whether willful, negligent, fraudulent, dishonest, reckless or otherwise;
• any loss, injury, damage, expense or delay incurred or suffered by a Candidate;
PROVIDED THAT nothing in this clause 8 shall be construed as purporting to exclude or restrict liability of the Company to the Client for personal injury or death resulting from negligence nor any statutory liability or any exclusion or limitation which is prohibited by law.
The Client acknowledges that the limitations and exclusions of the obligations and liabilities of the Company set out in these Terms are reasonable and reflected in the fee payable to the Company under these Terms and shall accept risk or insure accordingly.
The Company agrees that:
(a) it will not, and nor will any of its executives, officers, employees, shareholders, representatives or agents, directly or indirectly, make or offer payment, gift or other advantage with respect to any matters which are the subject of this Agreement which (i) would violate any anti-corruption laws or regulations applicable to the Company or the Client, (ii) are intended to, or does, influence or reward any person for acting in breach of an expectation of good faith, impartiality or trust, or which it would otherwise be improper for the recipient to accept, (iii) are made to or for a Public Official with the intention of influencing them and obtaining or retaining an advantage in the conduct of business, or (iv) which a reasonable person would otherwise consider to be unethical, illegal or improper;
(b) during the term of this Agreement, the Company shall properly and accurately record in its corporate and financial books and records all transactions which relate in any way to this Agreement or to services provided by the Company under it (“transaction records”), and shall comply with any reasonable request by the Client by notice in writing for copies of transaction records for the purpose of monitoring the Company’s compliance with its obligations under this clause 9.
For the purposes of the Agreement, “Public Official” includes, without limitation, any person holding or acting on behalf of a person holding legislative, administrative or judicial office, including any person employed by or acting on behalf of a public agency, a state owned or public enterprise, a public international organization, any federal or regional governmental department or agency, any political party, or any candidate for political office, or a relative or associate of any such person.
These Terms and any dispute or claim arising out of or in connection with them (including any non-contractual claims or disputes) shall be governed by and construed in accordance with the laws of England and Wales. The Courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising from or connected with this Agreement.
SCHEDULE A
Fees
If no engagement letter is in place containing a fee schedule, the fees will be calculated at 30% of total guaranteed first year compensation, and need to paid in full within 14 days of the candidate accepting a role within your business.
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