United Kingdom

“Associated Company” means any holding company, subsidiary, or other undertaking of the Client (within the meaning of sections 1159 and 1162 of the Companies Act 2006), and any entity under common control or common ownership with the Client.

“Candidate” means any individual whose details, curriculum vitae, or profile are communicated to the Client by the Consultancy, whether in writing, orally, by electronic means, or otherwise, or in respect of whom the Consultancy arranges or facilitates an introduction to the Client by any means.

“Commencement Date” means the date on which a Candidate commences an Engagement with the Client or any Associated Company.

“Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (SI 2003/3319), as amended from time to time.

“Engagement” means any employment, engagement, appointment, or retention of a Candidate by the Client or any Associated Company in any capacity whatsoever, whether as an employee, director, consultant, contractor, self-employed individual, or through any intermediary or personal service company, and whether on a permanent, fixed-term, part-time, or other basis.

“Introduction” means the act of communicating a Candidate's details to the Client by the Consultancy, or the arrangement by the Consultancy of a meeting, interview, or other interaction between the Client and a Candidate, whether in person, by telephone, video conference, or otherwise. An Introduction shall be deemed to have occurred from the date on which the Consultancy first made the Client aware of the Candidate.

“Introduction Period” means the period of 18 (eighteen) months commencing on the date of the Introduction.

“Total Annual Gross Remuneration (TAGR)” means the total anticipated annual remuneration package agreed between the Client and the Candidate, including without limitation: base salary; guaranteed or anticipated bonus or commission; car allowance; housing allowance; relocation allowance; education allowance; any other cash or non-cash benefit or allowance forming part of the Candidate's package, calculated on an annualised basis. Where any element of remuneration is variable or unquantified at the Commencement Date, it shall be calculated by reference to the on-target earnings stated in the offer or, if not stated, the Consultancy's reasonable estimate. Equity or share awards shall be included at their face value at the date of grant.

A placement fee (“Placement Fee”) shall become due and payable to the Consultancy in each of the following circumstances:

2.1 The Client or any Associated Company engages a Candidate introduced by the Consultancy at any time during the Introduction Period, whether or not the Candidate was originally introduced for the specific role in which they are engaged within 12 months from initial introduction.

2.2 The Client refers, introduces, or otherwise facilitates contact between a Candidate and any third party (whether associated with the Client or otherwise), and that third party engages the Candidate at any time during the Introduction Period. In such circumstances the Client shall be solely liable for payment of the Placement Fee as if the Client had itself made the Engagement.

2.3 A Candidate introduced by the Consultancy is initially rejected by the Client, or initially declines the Client's offer, but is subsequently engaged by the Client or any Associated Company at any time during the Introduction Period.

2.4 The Client shall notify the Consultancy in writing immediately upon a Candidate's acceptance of an offer of Engagement and shall provide full details of the agreed TAGR, the Commencement Date, and all benefits and allowances included in the package. The obligation to notify arises whether or not the Client considers a Placement Fee to be payable and applies equally where the Engagement is made through an intermediary or Associated Company.

3.1 The Placement Fee is calculated at 18% (eighteen per cent) of the Candidate's TAGR, unless a different rate is expressly agreed in writing by the Consultancy prior to Introduction.

3.2 A minimum Placement Fee of GBP 7,000 (seven thousand Pounds Sterling) applies to all Engagements irrespective of the TAGR, unless a higher minimum is agreed in writing.

3.3 Where the Client engages more than one Candidate introduced by the Consultancy, a separate Placement Fee is due in respect of each Candidate engaged.

3.4 Where a Candidate is engaged on a remuneration package that does not include a fixed annual salary, the TAGR shall be calculated by reference to the target or on-target earnings stated in the offer, or such other basis as the parties agree in writing prior to the Commencement Date.

3.5 All Placement Fees are quoted exclusive of VAT. VAT shall be added to invoices at the applicable rate where required under UK legislation. Where the Client is established outside the United Kingdom, the supply may be subject to the domestic reverse charge or local tax obligations in the Client's jurisdiction; the Client is responsible for determining and discharging any applicable local taxes. The Consultancy's invoice will indicate the VAT treatment applied.

3.6 All invoices are denominated and payable in Pounds Sterling (GBP). Where a Client pays in a currency other than GBP, the Client bears all currency conversion costs and exchange rate risk. The Consultancy reserves the right to recover any shortfall caused by adverse exchange rate movements between the invoice date and the date of receipt of cleared funds in GBP.

4.1 The Consultancy will raise an invoice upon receipt of written notification that a Candidate has accepted an offer of Engagement. The invoice shall be due for payment on the latter of: (a) thirty (30) days from the invoice date; or (b) seven (7) days from the candidate's commencement date.

4.2 All payments shall be made in full by bank transfer in cleared funds to the Consultancy's nominated account as stated on the invoice. Payment is deemed received only upon the credit of cleared funds to the Consultancy's account. Any bank charges, transfer fees, or intermediary charges shall be borne by the Client.

4.3 If any amount remains unpaid after the due date, the Consultancy shall be entitled, without prejudice to any other right or remedy, to: (a) charge interest on the outstanding amount at the statutory rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998, being 8% per annum above the Bank of England base reference rate, accruing daily from the due date until payment in full (both before and after any judgment); (b) recover from the Client the fixed sum compensation payable under the Late Payment of Commercial Debts (Interest) Act 1998 and all reasonable costs of debt recovery including legal fees; and (c) suspend all ongoing search and recruitment services to the Client until all outstanding amounts are paid in full, without liability for any resulting delay.

4.4 Where the Client is resident or incorporated outside the United Kingdom and is required by the laws of its jurisdiction to withhold any tax from payments to the Consultancy, the Client shall gross up the payment such that the Consultancy receives an amount equal to the full Placement Fee after deduction of such withholding tax. The Client shall provide the Consultancy with a withholding tax certificate or equivalent documentation within 30 days of payment.

4.5 The Client shall not be entitled to set off, counterclaim, or withhold any amount against a Placement Fee on account of any dispute or alleged claim, unless such set-off or counterclaim has been finally determined by a court of competent jurisdiction.

5.1 The Client acknowledges that the Consultancy invests significant time, resource, and expertise in identifying and vetting Candidates, and that the Introduction represents a valuable and proprietary commercial service. Accordingly, the Client agrees not to circumvent the Consultancy's right to a Placement Fee by any means, directly or indirectly.

5.2 The Client shall not, during the Introduction Period, directly or indirectly: (a) approach, solicit, or engage in discussions with any Candidate introduced by the Consultancy for any role, whether or not similar to the role for which the Introduction was made, without prior written consent of the Consultancy; or (b) permit or facilitate any Associated Company or third party to do the same.

5.3 If the Client introduces, refers, or otherwise facilitates contact between a Candidate and any third party (whether a client, partner, associate, or otherwise of the Client), and that third party engages the Candidate within the Introduction Period, the Client shall be liable to pay the Placement Fee as if it had made the Engagement itself.

5.4 The parties acknowledge that the Introduction Period of 18 months is reasonable and proportionate, having regard to the nature of the Consultancy's services, the seniority of roles typically filled, and the costs incurred in identifying and introducing Candidates.

6.1 If a Candidate leaves the Client's employment within twelve (12) weeks of the Commencement Date entirely of their own volition, the Consultancy will use reasonable endeavours to source a suitable replacement Candidate within eight (8) weeks of the date the employment ends, at no additional Placement Fee, provided that: (a) the Candidate's departure was not caused or contributed to by: redundancy; constructive or unfair dismissal; a material change to the Candidate's agreed role, title, or remuneration; non-payment, delayed payment, or underpayment of salary; immigration-related delays or failures attributable to the Client; or any act or omission of the Client or its employees; (b) the Consultancy's invoice for the original Placement Fee was settled in full by the due date; and (c) the Client notified the Consultancy in writing within five (5) working days of the Candidate's last day of employment.

6.2 The replacement guarantee applies only to the same or materially equivalent role. If the Client materially changes the role specification, remuneration, or hiring criteria, the guarantee shall not apply and a full Placement Fee shall be due for any subsequent Introduction and Engagement.

6.3 If the Consultancy is unable to find a suitable replacement Candidate within the period stated in clause 6.1, and all conditions in clause 6.1 are satisfied, the Consultancy's sole and entire obligation shall be to issue a credit note calculated on the following scale by reference to the date the Candidate's employment ended: Weeks 1–4 from Commencement Date — 75% of the Placement Fee; Weeks 4–8 from Commencement Date — 50% of the Placement Fee; Weeks 8–12 from Commencement Date — 25% of the Placement Fee.

6.4 Any credit note issued under clause 6.3 shall be valid for twelve (12) months from the date of issue and may be applied only against a future Placement Fee invoiced by the Consultancy. Credit notes are not redeemable for cash and are not transferable.

6.5 For the avoidance of doubt, all costs arising from termination of the Candidate's employment, including notice pay, statutory or contractual redundancy payments, repatriation costs, and any immigration or visa-related costs, are the sole responsibility of the Client.

7.1 The Consultancy will exercise reasonable skill and care in the identification and assessment of Candidates. However, the Consultancy gives no warranty, express or implied, as to the suitability, qualifications, experience, honesty, reliability, fitness for purpose, or right to work of any Candidate.

7.2 The Consultancy accepts no liability whatsoever for: (a) any negligence, dishonesty, misconduct, fraud, lack of skill, or poor performance of a Candidate; (b) any failure by a Candidate to perform or comply with their terms of employment; (c) any misrepresentation made by a Candidate, including without limitation misrepresentations in their CV or at interview; or (d) any loss, damage, cost, or expense of any kind arising from the Introduction of a Candidate or their Engagement by the Client.

7.3 The Consultancy's total aggregate liability to the Client under or in connection with these Terms (whether in contract, tort, negligence, breach of statutory duty, or otherwise) shall not in any event exceed the amount of the Placement Fee actually paid by the Client in respect of the relevant Candidate.

7.4 Nothing in these Terms shall limit or exclude: (a) liability for death or personal injury caused by negligence; (b) liability for fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded or limited under applicable law.

8.1 The Client is solely responsible for: (a) verifying that each Candidate has the legal right to work in the jurisdiction in which they will be employed, in compliance with all applicable immigration legislation including (where applicable) the Immigration, Asylum and Nationality Act 2006 and the Immigration Act 2014, and any equivalent legislation in the Client's jurisdiction; (b) conducting all pre-employment due diligence it considers appropriate or that is required by applicable law, including taking up references, verifying the accuracy of the Candidate's CV and qualifications, conducting criminal record, background, credit, and any sector-specific checks; (c) compliance with all applicable employment, anti-discrimination, and health and safety legislation in relation to the Candidate, including (where applicable) the Equality Act 2010 and the Health and Safety at Work etc. Act 1974; and (d) providing the Consultancy with an accurate, complete, and timely description of the role, responsibilities, reporting lines, and remuneration package at the outset of each search.

8.2 The Client shall not make any false or misleading representations to Candidates and shall comply with all applicable anti-bribery and anti-corruption legislation, including the Bribery Act 2010 and any equivalent legislation in the Client's jurisdiction.

8.3 The Client shall comply with all applicable provisions of the Modern Slavery Act 2015 and any equivalent legislation in its jurisdiction. The Client represents and warrants that it does not use or benefit from forced, compulsory, or trafficked labour.

8.4 The Client shall comply with all applicable provisions of the Conduct Regulations to the extent that they apply to the Client as an employer receiving introductions from an employment agency.

9.1 Both the Consultancy and the Client are independent data controllers in respect of the personal data of Candidates processed by them in connection with these Terms. Each party shall comply with its obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, and (where applicable) any equivalent data protection legislation in the Client's jurisdiction.

9.2 The Client shall: (a) use Candidate personal data only for the purpose of evaluating the Candidate's suitability for the specific role for which the Introduction was made, and for no other purpose without the Candidate's prior consent; (b) not retain Candidate personal data for longer than is necessary for that purpose, and in any event no longer than twelve (12) months from the date of Introduction unless the Candidate is engaged; and (c) have an adequate legal basis for all processing of Candidate personal data and maintain a lawful, fair, and transparent processing record.

9.3 The Client shall indemnify and hold harmless the Consultancy from and against any claim, liability, penalty, fine, cost, or expense (including legal costs) arising from the Client's failure to comply with its data protection obligations under this clause 9 or under applicable law.

10.1 All Candidate information provided by the Consultancy to the Client, including CVs, profiles, contact details, salary information, and any notes or assessments prepared by the Consultancy, is confidential and proprietary to the Consultancy. The Client shall treat all such information as strictly confidential.

10.2 The Client shall not, without the prior written consent of the Consultancy, disclose any Candidate information to any third party. Where the Client is a group of companies, disclosure to Associated Companies shall be permitted only to the extent necessary to evaluate the Candidate for the role, and subject to those Associated Companies being bound by equivalent confidentiality obligations.

10.3 The Client shall use Candidate information solely for the purpose of evaluating the Candidate for the role for which the Introduction was made. The Client shall not use Candidate information for any other commercial purpose, including for the purpose of directly approaching a Candidate outside the scope of the Introduction.

10.4 These confidentiality obligations shall survive the termination or expiry of any agreement between the parties and shall continue in force for a period of three (3) years from the date of the relevant Introduction.

11.1 Entire Agreement. These Terms constitute the entire agreement between the parties relating to permanent placement recruitment services and supersede all prior representations, negotiations, understandings, and agreements (whether oral or written). Each party confirms it has not relied on any representation or statement not set out in these Terms. Nothing in this clause shall exclude liability for fraudulent misrepresentation.

11.2 Variation. No variation to these Terms shall be effective unless made in writing and signed by an authorised representative of the Consultancy. Email correspondence shall not constitute a written variation unless it expressly and unambiguously states that it amends a specific numbered clause of these Terms and is countersigned or confirmed in writing by the Consultancy.

11.3 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed severed. The remaining provisions shall continue in full force and effect and shall be interpreted so as to give effect to the parties' original intentions to the greatest extent possible.

11.4 Waiver. No failure or delay by the Consultancy in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy, nor shall any single or partial exercise of a right or remedy preclude any further exercise of the same or any other right or remedy.

11.5 Assignment. The Client shall not assign, novate, charge, or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of the Consultancy. The Consultancy may assign or novate its rights and obligations under these Terms on written notice to the Client (for example, in the event of a business sale or restructuring).

11.6 Third Party Rights. Nothing in these Terms is intended to confer any right or remedy on any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that each Associated Company of either party may enforce the terms of these Terms to the extent that they expressly benefit that Associated Company.

11.7 Notices. Any formal notice required or permitted under these Terms shall be in writing and delivered by: (a) hand; (b) first-class or recorded post to the recipient's registered or principal office address; or (c) email to the recipient's last known business email address, provided a read receipt or written acknowledgement is received. Notices shall be deemed received: on the day of delivery if delivered by hand; two (2) business days after posting; or on the day of transmission if sent by email with confirmation of receipt.

11.8 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations (other than a payment obligation) to the extent that such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, pandemic, government action, or natural disaster, provided that the affected party promptly notifies the other and uses reasonable efforts to mitigate the impact.

12.1 These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales.

12.2 In the event of any dispute, the parties shall first attempt to resolve it through good faith negotiations between senior representatives. If the dispute is not resolved within thirty (30) days of written notice being given, either party may refer it to mediation administered by a mutually agreed mediator or, in the absence of agreement, a mediator appointed by the Centre for Effective Dispute Resolution (CEDR). Each party shall bear its own costs of mediation, and the mediator's fees shall be shared equally.

12.3 If the dispute is not resolved through mediation within sixty (60) days of the referral to mediation, or if either party refuses to participate in mediation, either party may bring proceedings before the courts. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales. Non-exclusive jurisdiction is chosen to permit enforcement in the jurisdiction of the Client where the Client is domiciled or incorporated outside England and Wales.