Terms & Conditions - Buckley And Wallace Executive Search Ltd

Terms & Conditions of Business (Terms)

1. These Terms & Conditions of Business, as amended from time to time, are entered into by the natural or legal person in possession of these Terms (Client) and Buckley & Wallace Partners Ltd (Buckley & Wallace Executive Search and, together with the Client, the Parties).

2. These Terms, together with any search proposal, search contract or other terms negotiated in writing between the Parties shall form the agreement between the Parties (Agreement).

3. The Parties agree that these Terms shall prevail over any terms and conditions of business put forward by the Client.

4. No variation or alteration of these Terms shall be valid unless approved in writing by a director of Buckley & Wallace

5. The Client has authorised its representative to enter into an Agreement with Buckley & Wallace on its behalf and to bind it to its terms.

Buckley & Wallace Executive Search Services

6. BW shall use all reasonable endeavours to identify, recruit, screen and present to the Client candidates for employment through any method, including, but not limited to verbal, written, third party introduction or electronic form of communication (Introduction).

7. The search shall be focused on identifying pote ntial candidates, screening them for suitability with the Client, motivating them to interview for the position, scheduling interviews, checking references, extending offers, reviewing benefits, arranging relocation, and assisting in the ways and at the times requested by the Client to fill the position.

8. BW shall liaise with the Client’s authorised representatives to facilitate the conclusion of the Agreement.

9. The Client agrees to fully and expeditiously consider all candidates Introduced by BW for each relevant position; to interview suitable candidates thoroughly according to a timetable agreed by both parties and to extend job offers to those who match the specifications provided to BW. At all times, the Client shall act reasonably with regard to facilitating the placement to conclude the search.

10. Should the Client stop the recruitment process for any reason a 25% cancellation fee shall be charged on the overall assignment cost in addition to any outstanding fee that has been invoiced up to the point of cancellation. In the event of any inactivity for up to six weeks on a placement due to the client withholding progress Buckley & Wallace reserves the right to consider this a cancellation and issue a cancellation invoice.

11. All invoices are payable within 14 days after the date of receipt. Any variation of this credit term must be agreed in writing by a director of Buckley & Wallace

12. Provided that BW invoices are paid within 14 days and subject to terms agreed in writing between the Parties, BW may honour a replacement guarantee in the event that the chosen candidate leaves or is requested to leave the business (excluding in circumstances of a change of strategy by the Client, Redundancy, Pregnancy, Long-term Incapacity or Death). Any applicable replacement process shall be initiated free of additional charge to the Client. In such an instance, general expenses incurred during the sourcing of a replacement will be payable, where appropriate, to a maximum limit of £3,000 for travel and administration.

Permanent Placements

13. BW fees as agreed between the parties shall be payable based upon the first year’s gross annual compensation for the successful candidate, in full, without deduction or set-off in accordance with the following schedule, unless otherwise agreed in writing by a director of BW: Standard Fee 25%

a. 20% of the fee retainer shall be payable upon signing the Agreement;

b. 20% of the fee retainer shall be payable upon presentation of shortlist(s) of candidate(s) and

c. 60% shall be payable upon acceptance of job offer(s) by the candidate(s).

14. In the event that an individual is introduced to a Private Equity shareholder, this introduction acts as if it is being made to the investee firms owned that by the Private Equity shareholder. In the event that the individual is hired into a number of investee firms, then multiple fees will be payable.

15. Having accepted and interviewed candidates from a shortlist, if the client requires a second shortlist, BW reserve the right to charge a second shortlist fee, as per the fee structure agreed in the search contract.

16. If following an Introduction, the Client engages a candidate and, during the period of 1 year beginning on the date the candidate became an employee of the Client, the Client promotes the candidate to a higher position, Buckley & Wallace reserves the right to charge the Client an additional fee to reflect the appropriate fee as specified in clause 26 below.

17. If the Client fails to pay any invoice within the 31-day credit period Buckley & Wallace reserves the right to terminate without notice any guarantees granted by BW under the Agreement and/or any variations to these Terms agreed by BW.

Temporary Contracts

18. Upon receipt by the Client of the candidate’s CV, the Parties shall agree the candidate’s charge rate(s).

19. For each candidate who is accepted by and placed with the Client (Temporary Contractor), the client shall pay Buckley & Wallace a 25% gross margin fee which shall be charged on the Temporary Contractor’s hourly or daily pay rate for all hours or days actually worked by the Temporary Contractor.

20. Unless otherwise agreed in writing by a director of BW, the Client shall be invoiced weekly.

21. Overdue accounts will be subject to a surcharge of 2.5% of the sums overdue per month or part thereof. VAT at the prevailing rate shall be charged on such aspects of these fees and charges as is required by law.

22. BW shall be responsible for remunerating the Temporary Contractor and shall make statutory deductions in respect of income tax and national insurance contributions (as appropriate).

23. Where the rate BW pays the Temporary Contractor increases BW reserves the right to request a corresponding increase in the rate payable by the client. If the client refuses such increase, Buckley & Wallace reserves the right to terminate the agreement with immediate effect by giving written notice.

24. The Temporary Contractor will carry out the agreed services for the Client for an agreed period (Assignment) during which time the Temporary Contractor will be subject to the rules and authority of the Client.

25. In the event that the duration of the Assignment is extended, BW reserves the right to make an additional charge in respect of the extended period.

26. If within a period of two years from the date of Introduction the Client engages any Temporary Contractor as an employee, consultant, independent contractor or other arrangement (Engagement) whether or not as a direct consequence of Buckley & Wallace Introduction, the Client shall pay BW:

a. a fee equal to 33% of the first year’s gross compensation for that Engaged person; or

b. in the event that the Engaged person’s compensation is based on salary, commissions, bonuses, or any other direct cash compensation, a fee as reasonably calculated by Buckley & Wallace in accordance with clause 26, below.

27. BW NED fees are as follows:

a. a flat fee of £25,000 for each Non-Executive Director recruited;

b. a flat fee of £30,000 for each Senior Independent Non-Executive Director recruited; or

c. a flat fee of £40,000 for each Chairman recruited.

28. The Temporary Contractors Charge is a gross amount and includes the Temporary Contractors entitlement to holiday pay under the Working Time Regulations 1998.

29. Where a Candidate supplies his/her services on a PAYE basis, Buckley & Wallace are shall pay Employers National Insurance on the Temporary Contractors pay to the government. The parties agree that BW are entitled to charge the Client 12.8% of the Temporary Contractors pay rate for National Insurance to cover this cost, prior to applying BW’s gross margin fee of 27%.

General

30. BW shall use all reasonable endeavours to act at all times in an attentive, ethical manner and to represent the Client with the utmost concern for its interests, goals and image with business associates and members of the general public. BW shall treat all Client procedures, customer lists, internal reporting forms and other information, project specific or otherwise, as confidential and as the exclusive property of the Client.

31. Any provision of this Agreement that is held to be invalid, illegal or unenforceable for any reason shall be severed from the Agreement and the remaining terms shall continue in full force and effect as if the Agreement had been executed without the inclusion of the invalid provision. In the event of the invalidity of any provision that is fundamental to the Agreement such that it prevents the accomplishment of the purpose of the Agreement, the Parties shall immediately begin negotiations in good faith to remedy such invalidity.

32. The forbearance or failure of BW to enforce any or all of its rights or remedies to which it is entitled under the Agreement shall not be construed as a waiver of those rights or remedies and shall not restrict or prevent BW from enforcing or exercising those rights and remedies at any time during the Agreement or after its termination.

33. Except as required by law, a court or any governmental or regulatory body, each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning:

a. the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs;

b. any term of this Agreement, including fee arrangements or any replacement guarantee,

and no party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.

34. Any expenses incurred during the course of an assignment, such as consultants’ out of pocket expenses and all candidate expenses, shall be recharged to the Client on an ongoing monthly basis throughout the lifetime of the assignment/project.

35. BW agrees to refrain from actively recruiting from the Client’s Business Unit or Division for the entirety of their mutual working relationship or a minimum of twelve months whichever is the longer.

36. All third party CVs, including any internal candidates, sent to the Client during the search shall be deemed to form part of the search and the Client agrees to pass these to BW for consideration in relation to the relevant position.

37. BW may, at any time, assign transfer, charge, subcontract or deal in any manner with any or all of its rights or obligations under the Agreement. The Client may not assign transfer, charge, subcontract or deal in any manner with any or all of its rights or obligations under the Agreement without BW’s prior written consent.

38. This Agreement shall be governed by the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English courts.