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Correlate Search Standard Terms and Conditions
1. General Definition and Effective Date
These Terms take effect from [Date] between Correlate Search Limited ("the Company") and [Name] ("the Client") for introductions arranged for Engagement of employment irrespective of geographic location.
These Terms supersede any other terms and conditions of business agreed between the Company and the Client.
2. Definitions
In these Terms, the following words and expressions shall have the following meanings:
- Candidate: a person introduced to the Client directly or indirectly by the Company.
- Introduction: the provision by the Company to the Client of any details whether written, via e-mail or oral of any Candidate. The words "Introduce" and "Introduced" shall be construed accordingly.
- Engagement: the employment or re-employment of a Candidate by the Client or by any third party to whom the Client has referred the Candidate or the appointment of a Candidate by the Client or any such third party in a personal or corporate capacity. The words "Engage", "Engages" and "Engaged" shall be construed accordingly.
- Total Remuneration: an amount equal to the full annual taxable emoluments of a Candidate including all salary, profit share and bonus (Guarantee, target or indicated), sign-on, housing, additional share options / stock award relevant to the candidates first 12 months of engagement.
- A canceled search is defined as one where the client has engaged a candidate from another source, either internal or external, significantly changed the scope of the assignment resulting in the process having to re focus, or placed an assignment on hold for a period of 3 months or more.
3. Acceptance
These Terms are deemed to be accepted by the Client when the Client instructs the Company on a recruitment assignment or grants an interview to a Candidate introduced by the Company.
4. Variation
No variation of these Terms shall be valid or shall be binding upon either the Company or the Client unless confirmed in writing by the authorised signatory or signatories (as required) of both the Company and the Client. Any such variation will be in the form of a letter specifying in full the terms of such variation, time scale and if appropriate departments.
5. Payment
All fees and charges are payable within 14 days of the date of invoice and payment should be made to Correlate Search Limited. The invoice date will be the Date upon which the Candidate accepts and signs a formal contract of employment issued by the Client and resigns from his / her current employer. VAT is payable on the Company's fees and is charged at the rate prevailing at the date of the invoice.
6. Confidentiality
Introductions are confidential and any information relating to a Candidate must not be passed on to another employer or any other person without express agreement of the Company. Accordingly the Company will take all reasonable steps to protect the security of information provided by both the Client and the Candidate.
7. Indirect Introduction
The Client shall be liable to pay the Company's fee in accordance with clause 12, if it refers the Candidate to its subsidiary or associated companies or any third party which engages the Candidate or in any event where an engagement results directly or indirectly from the introduction of the Company.
8. Effective Period of Introduction
If within 12 months of an Introduction or the Engagement of a Candidate the Client agrees to employ, re-employ or make use of the Candidate, and providing a full fee has not been paid within that year in respect of the said Candidate a full Fee will be charged.
9. Offer of Engagement
Prior to the date of Engagement the Client shall upon making an offer of Engagement to any Candidate introduced by the Company, immediately notify the Company of the full terms of that offer (and shall confirm such information in writing if so requested by the Company) and shall further provide the Company, upon request, with copies of all documents relating to the terms of the Engagement passing between the Candidate and the Client.
10. Indemnity
The Client shall fully and effectively indemnify the Company against all costs and expenses which the Company incurs in enforcing these Terms contained herein including, without limit to the generality of the foregoing, the recovery of all monies due from the Client whether by proceedings or other means.
11. Expenses
All expenses incurred during the course of an assignment are covered by Correlate Search except international travel and accommodation.
12. Fees
The fee will be a percentage of the first year's total remuneration, calculated at 30% less any fee (retainer/shortlist fee) previously incurred. This becomes payable to the Company by the Client upon the Candidate's acceptance of an offer and subsequent resignation from his current employment.
When the Client engages the Company on a retained search or exclusive basis, the Client agrees to pass on any direct Candidate applications to the Company in order for candidates to be processed and considered as part of the search process.
13. Cancellation of Search
Should the client be deemed to have cancelled or significantly altered the scope of the search an additional cancellation fee of 15% of the projected total remuneration or an amount equal to the initial retainer/shortlist fee (whichever is the greater), will be raised, in addition to any fees already paid the search.
14. Resignation within Probationary Period
Should a Candidate who has been Engaged by the Client resign within three months of the Engagement date the Company will endeavor to replace the Candidate and no further fee will be payable.
15. Exclusivity
All searches are undertaken on a purely exclusive basis. Clients are therefore obliged to forward any independent applicants to the company for assessment and consideration within the search process. Should a client hire a candidate from another source a cancellation fee becomes payable in accordance with para 13.
16. Suitability
The Company will endeavor to make every reasonable effort to ensure the suitability of Candidates selected on behalf of the Client but does not take up references. The Client is responsible for the taking up of references and for establishing the Candidate's academic and professional qualifications, capabilities, integrity, medical history and suitability to meet the Client's requirements. The Client is responsible for obtaining a work permit for the Candidate wherever necessary.
17. Liability
No warranty or representation expressed or implied is given in respect of any Candidate introduced and no liability can be accepted by the Company for any failure of a Candidate to perform or comply with his/her terms of employment or engagement, or for any loss, expense, damage or delay however occasioned arising from the introduction of the Candidate or his/her employment by the Client.
18. Governing Law And Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of England.
The Company and the Client submit to the exclusive jurisdiction of the English Courts as regards any claim, dispute or matter arising out of or relating to these Terms.
