Terms Of Business For Contingent Introductions

1. DEFINITIONS

1.1 The following definitions apply in these Terms of Business

Candidate – an individual, company or other legal entity Introduced or Engaged by a client or third-party.
Client – an individual, company or other legal entity to whom any Candidate is Introduced.
Company – Hale Search Ltd Company Number 13205671.
Data Protection Laws – any laws and regulations relating to privacy or the use or processing of data relating to natural persons to the extent in force and applicable in the territory in which the services are being performed, and as such are updated, amended or replaced from time to time.
Engagement – any engagement, employment or use of a Candidate by the Client ‘Engage’ and ‘Engaged’ will be construed accordingly.
Exclusive Agreement – where the Client instructs the Company on an exclusive basis to source Candidates for a specific position or possible position with the Client.
Fee – the percentage of the Remuneration as set out in clause 3 payable with respect to Engagement.
Introduction – the provision to the Client by the Company of any information sufficient to identify a Candidate – ‘Introduce’, ‘Introduces ‘and ‘Introduced’ will be construed accordingly.
Recruitment Services – the introduction of permanent or fixed term staff.
Remuneration – the aggregate gross annual earnings payable to the Candidate pursuant to the Engagement including salary, bonuses, commission, drawings, profit share, profit related pay, benefits, any signing on bonus or equivalent payment (contractual or otherwise and whether guaranteed or not) and any allowances.
Third party – An individual, company or other legal entity other than the Client to whom the Client provides information which is sufficient to identify a candidate following an Introduction.

1.2 Any reference, express or implied, to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force or made.

1.3 The headings are for convenience only and do not affect interpretation.

2. THE CONTRACT

2.1 These terms apply to any supply of Recruitment Services to the Client by the Company.

2.2 The Client will be deemed to have accepted these terms upon the earlier of (a) agreeing to receive a Candidate’s CV or (b) communication to the Company of its intention to interview a Candidate.

2.3 These terms may only be varied or altered as agreed in writing between the Company and Client.

3. FEES

3.1 The fee for the Introduction of a Partner, Legal Director or Counsel will be 25% of the Remuneration.

For all other lawyers the Fee will be the following percentage of the Remuneration

£0 – £79,999 – 22%
£80,000 and above – 25%

3.2 The Remuneration will be agreed in writing between the Company and the Client prior to the start date of the Engagement.

3.3 If the Candidate’s received Remuneration is greater than the figure upon which the Fee has been calculated, the Client will provide details to the Company within two months of the end of the first year of the Engagement or expiry of the fixed term contract, as applicable. The Company will be entitled to invoice for a further fee calculated by applying the appropriate percentage to the excess amount of the Remuneration.

3.4 If the Candidate is engaged on a part-time basis of four days or less per week a minimum calculation of 80% of the full-time equivalent Fee will apply. 

3.5 The Company will invoice the Client where, subject to the Client’s prior written consent, the Company

(a) reimburses a Candidate’s reasonable travelling and out of pocket expenses on behalf of the Client;

(b) provides or organises any advertising service for the Client; or 

(c) organises interview facilities including video conferencing.

The Client will reimburse the Company for any cancellation charges where it fails to give sufficient prior written notice to allow the Company to withdraw or change any advertising or facility services without cost. 

3.6 The Client will pay the Company a fee for any Engagement made within 12 months of

(a) an Introduction, or

(b) the last communication (written or verbal and including rejection) by the Client or Candidate between the parties about the Candidate.

3.7 Where the Client introduced the Candidate to a third party in breach of clause 8.1 resulting in the engagement of the candidate by the third-party within 12 months of the date of the Introduction of the Candidate to the Client, the Client will pay the Fee to the Company.

3.9 The Client will supply the Company with all such written information as may be necessary for the calculation of the Fee. 

3.10 Fees will be invoiced on the day the Candidate starts the Engagement or as soon as reasonably practicable after that date.  Invoices will be payable in Sterling and where applicable are subject to Value Added Tax at the prevailing rate. Where Remuneration is expressed in a currency other than Sterling, the Fee will be calculated using the exchange rate at the Candidate’s start date or the date of the invoice. The full amount of any invoice will be payable by the Client without deduction whatsoever within 14 days from the date of invoice. Overdue accounts will be subject to an interest charge of 3% per annum above the Bank of England base rate.

3.11 If, within a period of 12 months following his or her own Introduction, a Candidate introduces one or more lawyers to the Client, and the Client engages those lawyers in any capacity, the Company shall be treated as having introduced that or those lawyers and will be entitled to a Fee or Fees based on these terms of business.

4 FIXED TERM CONTRACTS

4.1 For Fixed Term Contracts, the Fee, as referred to in clause 3, will be calculated by reference to the Candidate’s full-time equivalent annualised Remuneration. The fee will be prorated to the length of the Fixed Term Contract and will be rounded up to the nearest whole month.

4.2 The minimum length of a Fixed Term Contract is three months.

4.3 Where the term of a Fixed Term Contract is extended, an additional fee will be payable and calculated as set out in clause 4.1. Extensions will be rounded up to the nearest whole month.

4.4 When a Candidate is engaged on a part-time basis on a Fixed Term Contract, the fee will be calculated by reference to the Candidate’s full-time equivalent annualised remuneration in accordance with clause 3.4 and prorated in accordance with clause 4.1.

4.5 Where a Fixed Term Contract or extension is completed or terminated by the Candidate or the Client and the Candidate is subsequently engaged within 12 months of the Fixed Term end date, including any extension, the Client will pay the Company a further Fee calculated in accordance with these terms.

5 REFUNDS

5.1 If the Candidate or Client terminates Engagement within 12 weeks of the start date of the Engagement, the Company shall refund the Client:

75% of the Fee if the Candidate leaves within 60 days
50% of the Fee if the Candidate leaves within 61-120 days
25% of the Fee if the Candidate leaves within 121 to 180 days

5.2 Refunds are payable subject to all the following conditions having been met:

(a) The Client has notified the company in writing within 7 days of the termination of the Engagement;
(b) The Fee and all other monies due from the Client to the Company have been paid in accordance with these terms;
(c) The Client has complied with all its obligations to the Candidate pursuant to the offer letter and/or the contract of Engagement; and
(d) The termination was lawful and not due to redundancy or restructuring or a material change in the Candidate’s job description or duties.

5.3 If the Client engages the Candidate within 12 months of the date of termination, the Client will pay the Company a fee calculated and invoiced in accordance with these terms.

5.4 No refund is payable on Fixed Term Contracts or extensions of any length.

6. RESPONSIBILITY

6.1. The Client undertakes to provide the Company with full details of the position including (but not limited to) the type of work to be undertaken, the location and hours of work, risks to health and safety known to the Client and steps taken to mitigate such risks and other steps necessary for the Company to comply with its obligations including under clause 6.3. The Client will also provide details of the anticipated Engagement start date, the duration or likely duration of the work, the minimum rate of Remuneration and any other benefits that would be offered, the intervals of payment of Remuneration and the length of notice that the Candidate is entitled to give and receive to terminate the Engagement.

6.2 If the Client fails to provide the Company with the Remuneration details pursuant to clause 6.1, the Client acknowledges and agrees that the Fee will be calculated on the basis of the Company’s reasonable estimation of the Remuneration.

6.3 The Company endeavours to ensure the suitability of any Candidate introduced by, where possible, obtaining and providing confirmation of the Candidate’s identity, experience, training, qualifications and any other information required by law or any professional body and their willingness to work in the required position. For the avoidance of doubt, the Company makes no representation or warranty, express or implied, as to the suitability of any Candidate. The Client is responsible for verifying any Candidate information including (but not limited to any references) and satisfying themselves of the suitability of the Candidate.

6.4 The Client will obtain work permits and any other such permissions to work as may be required by law of the country in which the Candidate is engaged to work.

6.5 The Client will comply in all respects of all relevant statutes, laws, regulations and codes of practice from time to time in respect of the Engagement of the Candidate, including but not limited to taxation and Social Security levies (or any overseas equivalents of the same) in all applicable jurisdictions.

6.6 Where it is an internal requirement of the Client that any invoices submitted in relation to an Introduction require PO numbers, cost centre codes or other such references, the Client agrees to provide the Company with all relevant details at the start of the Engagement or, in the case of Fixed Term Contract extensions the first day of the extension. Where the Client does not do so, it agrees to accept and pay the Company’s invoice without such references and make payment in accordance with clause 3.10.

7. LIABILITY

7.1 The Company will not be liable for any loss, liability, damages, costs, claims or expenses suffered or incurred by the Client whether direct, indirect or consequential arising from or connected with the Engagement of any Candidate. For the avoidance of doubt, the Company does not exclude liability for death and personal injury arising from its own negligence, liability for fraud or any other liability that cannot be excluded by law.

7.2 Insofar as liability is not effectively excluded under clause 7.1, the Company places a reasonable financial limit on its liability of 100% of the Fees paid under these terms in the 12 month period commencing on 1st January in the year in which liability arose. This will not apply to any liability which cannot be excluded by law.

7.3 The Company may terminate the Recruitment Services with immediate effect without liability where any instruction or communication from the Client is illegal, unethical or contravenes accepted codes of practice.

8. CONFIDENTIALITY & DATA PROTECTION

8.1 All personal and commercial information in relation to the Candidate, Engagement or Fee agreement is strictly confidential and to be used solely in connection with the Introduction. The Client agrees that it will not disclose any such information to any third party.

8.2 The Company and the Client acknowledge and agree that

(a) they shall constitute data controllers in common in respect of the personal data of the Candidates that may be exchanged between them.
(b) each party shall be responsible for complying with all applicable data protection laws relevant to its own processing of the personal data concerned and shall ensure that they will take appropriate technical and organisational measures to safeguard the personal data in its possession and control.
(c) they will cooperate in relation to any exercise by a data subject of its rights in relation to the personal data that may be held by both of them and shall each ensure that its own processing activities are communicated to the relevant data subjects in accordance with applicable law.
(d) neither party shall retain the personal data for longer than necessary for its purpose unless otherwise required or permitted by law.

9. MISCELLANEOUS

9.1 If any provision of these terms is held to be illegal or unenforceable in whole or part under any enactment or rule of law, such provision or part shall be deemed not to form part of these terms but the enforceability of the remainder of these terms will not be affected.

9.2 The failure by the Company to enforce at any time or for any period, a provision of these terms shall not constitute a waiver.

9.3 These terms and any agreement between the Company and the Client will be governed by the laws of England and Wales and the Company and the Client will be subject to the exclusive jurisdiction of the English courts.

9.4 These terms were created on 1st August 2021 and the effective date will be as detailed in clause 2.2.