Terms and Conditions
Parties
1. These terms and conditions constitute the entire agreement between EXPOCAST LLP, Company number OC431165, Registered office address 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX (hereafter referred to as EXPOCAST) and [Client], a company incorporated in [ ] under company number [ ] and whose registered office is at [ ] (hereafter referred to as the “Client”).
4. The Client shall pay EXPOCAST Fees calculated as a percentage of any Candidate’s Remuneration as set out below:
|
Product Option |
Fees |
Total Fee Percentage |
|
Speculative |
20% on placement |
20% |
|
Engaged |
5% at commencement 15% on placement |
20% |
|
Executive Search |
7% at commencement 7% at shortlist 7% at placement |
21% |
5. The minimum total in respect of any placement will be £10,000 + VAT.
6. If an offer is rescinded after Acceptance by any Candidate, the full Placement Fee will still be payable
7. If the Client notifies EXPOCAST before the commencement of any Engagement that such Engagement is for a fixed term of less than 12 months, the Fee will apply pro-rata. Should the Engagement be extended by the Client beyond the initial fixed term, or the Client re-Engages the Candidate within 26 weeks from the date of termination of the fixed term, the Client shall be liable to pay an additional fee so that the total fee payable equates to the Placement Fee which would have been paid if the first Engagement was for a fixed term of 12 months.
8. Value Added Tax will be applied to all fees at the prevailing rate, if applicable.
9. Fees would be payable as a result of the Engagement, even if the Engagement may not comply with the Client’s original requirements (e.g. as to the number or type of vacancies or the Candidate is hired for a different role than originally intended), within the 12 month ownership period as detailed in clause 30.
10. If the parameters of a role are altered, or the role is cancelled or put on hold, the next part of EXPOCAST’s fees shall be payable.
11. EXPOCAST shall be entitled to invoice any Commencement Fee at the start of the corresponding search, and any Shortlist Fee on submission of the Candidate shortlist. Commencement Fees and Shortlist Fees are payable within 7 days of invoice.
12. EXPOCAST shall be entitled to invoice any Placement Fee from the date the Candidate commences work, or enters into an expressed or implied contract of employment with the Client, whichever is the soonest. Placement Fees are payable within 14 days of invoice.
13. EXPOCAST may, but shall be under no obligation to, commence any search before payment of its Commencement Fee.
14. EXPOCAST shall be entitled to invoice combined Commencement Fee and Placement Fee as set out in the Engaged product option for any Introduction by EXPOCAST that results in an additional Engagement with the Client beyond the scope of any prior or existing search mandate.
15. Invoices not settled by their due date will be liable for interest of 8%, plus the prevailing current Bank of England base rate
16. All payments must be made by BACS into our bank account - we do not accept payment by cheque or credit or debit card
17. All invoices should be settled as per the currency invoiced; any bank charges associated with the payment are the responsibility of the Client.
Information
18. To enable EXPOCAST to comply with providing the best information as regards a Candidate’s suitability, the Client undertakes to provide details of:
18.1 The position being recruited,
18.2 The type of work the Candidate will be required to do,
18.3 Location and hours of work,
18.4 The experience, training, qualifications and any authorisation which the Client considers necessary or are required by law or a professional body for the Candidate to possess in order to fill the position,
18.5 Any risk to the Candidate’s health and safety known to the Client and what the Client has done to prevent or control those risks, and
18.6 Details of the ideal start date, pay rates, benefits and notice period.
Candidate Suitability
19. Although reasonable efforts are made to ensure the suitability of each Candidate, the Client accepts final responsibility for taking up references, checking qualifications, work permits, arranging medical examinations and the like.
20. EXPOCAST shall not be liable under any circumstances for any loss, damage, expense delay, costs or compensation (whether direct, indirect or consequential) that may be suffered or incurred by the Client arising from or in any way connected with EXPOCAST seeking a Candidate for a Client or for the failure of EXPOCAST. For the avoidance of doubt EXPOCAST does not exclude liability for death, or personal injury arising from its own negligence.
Confidentiality
21. The Introduction of a Candidate is strictly confidential and to pass on any such Introduction or any information concerning the Candidate to any other party, person, firm or agency is strictly prohibited. Such action will render the Client liable to a fee where the passing of such leads to the employment, Engagement or use of such a Candidate by a third party.
Rebates
22. In the event of a Candidate Engagement terminating with 12 weeks, the fees shall be subject to rebate as per the schedule below:
|
Length of Service |
Rebate Applied |
|
Less than 6 weeks |
50% of the fee |
|
Between 6 & 12 weeks |
25% of the fee |
23. Any rebates are strictly conditional upon:
23.1. The termination not being as a result of the role being made redundant, liquidation, dissolution or amalgamation of the Client,
where the Candidate resigns or is dismissed as a result of the nature of their role significantly altering,
23.2. All fees having been paid on time,
23.3. The Client having notified EXPOCAST of the Engagement,
23.4. The fee being rebated is a Placement Fee. Commencement Fees and Shortlist Fees are not rebateable.
24. Where an Engaged or Executive Search product has been selected, only the final fee instalment is subject to the above rebate schedule.
Definitions
25. “Candidate” means the person Introduced by the Agency to the Client for an Engagement including any officer, employee or other representative of the Candidate if the Candidate is a corporate body, and members of the Agency’s own staff.
26. “Engagement” means the Engagement (including the Candidate’s acceptance of the Client’s offer), employment or use of the Candidate by the Client or by any third party to whom the Candidate has been Introduced by the Client, on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or any other Engagement; or through a limited company of which the Candidate is an officer, employee or other representative; and “Engage”, “Engages” and “Engaged” shall be construed accordingly.
27. “Introduction” means the most recent of:
27.1. the passing to the Client of a curriculum vitæ or information which identifies the Candidate, or
27.2. the Client’s interview of a Candidate (in person, by telephone or by any other means),
28. “Introduces” and “Introduced” shall be construed accordingly.
29. The Candidate shall be deemed to have been Introduced by EXPOCAST regardless of whether previously interviewed or otherwise known by the Client. EXPOCAST maintains ownership of any submitted Candidate for 12 months from the date on which the Candidate was last Introduced or interviewed by the Client, via EXPOCAST. Introductions must be disputed prior to interviews with Candidates being booked, otherwise the full fee is due if a disputed Candidate is placed by EXPOCAST with the Client.
30. “Client” means the company stated in Clause 1, and includes any group companies, associated companies, and companies of similar ownership or control.
31. “Remuneration” includes gross base salary or fees, guaranteed bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Candidate for services rendered to or on behalf of the Client or any third party. Where the Client provides a company car, a notional amount of will be added to the salary in order to calculate the Agency’s fee.
32. “Commencement Fee” means the fee payable by the Client to the Agency as set out in clause 4 upon the Agency’s acceptance of the Client’s instructions.
33. “Shortlist Fee” means the fee payable by the Client to the Agency as set out in clause 4 upon the Agency’s delivery of a shortlist of Candidates.
34. “Placement Fee” means the fee payable by the Client to the Agency as set out in clause 4 upon the Client’s Engagement of any Candidate.
Variation
35. This agreement shall not be varied in any way except in writing by a Partner of EXPOCAST.
Jurisdiction
36. This agreement shall be interpreted in accordance with the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.
Data Protection
37. The parties warrant and undertake to the other that, in relation to these Terms, they shall comply strictly with all requirements of the Data Protection Act 2018, any applicable statutory or regulatory provisions and all European Directives and regulations in force from time to time relating to the protection and transfer of personal data.
38. The parties must take all reasonable technical and organisational measures to ensure the security of all Personal Data. The parties are in particular obliged to protect any data storage or processing systems available to them against any unauthorised access, incidental destruction or loss of any kind by the parties’ own employees and third parties.
39. The parties must co-operate and provide reasonable assistance with any proceedings or inquiry by the other party, an affected data subject and/or the Information Commission or other body authorised by statute which are concerned with the DPA.