THOMAS GRAY SEARCH TERMS – 24%
Overview:
We operate on a retained basis for middle management to Director level roles.
Upon receipt of your instructions, we will carry out a detailed analysis of the marketplace to identify potentially suitable Candidates and then approach these individuals directly to obtain their CVs and assess their suitability and interest.
Our comprehensive research process usually takes around two weeks to complete and we provide an interim progress report approximately ten days after receipt of your initial instructions. Following a series of rigorous interviews, we select the most outstanding Candidates for our shortlist and present this to you, together with a detailed report and recommendations, within approximately three to four weeks.
We will provide all necessary support in arranging interviews, sharing feedback between the parties, presenting an offer to your chosen Candidate, negotiating the terms of the appointment and then staying in close contact with the successful Candidate until commencement of the appointment to support you onboarding the appointee.
Our Fees:
We charge a fee of 24% of the Candidate’s remuneration, which is payable in three stages as follows:
▪ A Retainer Fee of 8% of the envisaged remuneration is payable upon you instructing us
▪ A further Shortlist Fee of 8% of the envisaged remuneration is payable upon presentation of our shortlist
▪ An appointment fee of 8% of the actual remuneration is payable on commencement of the appointment
Our Obligations to You:
We will:
- Identify your requirements to ensure that our research is appropriately targeted
- Research the marketplace and present a shortlist to you with our report and recommendations
- Furnish relevant information to both parties
- Arrange meetings and obtain detailed feedback from both parties
- Give expert assistance in negotiating the right package for the Candidate
- Take up references on the Candidate
- Keep in close contact with both parties
- Provide constant
Your Obligations to Us:
You will:
- Notify us of any introductions which have been made by other recruitment businesses and direct approaches which you have made
- Be responsible for determining whether a Candidate is suitable for your requirements
- Notify us when an offer of interview or appointment is made to any Candidate
- Notify us when an offer of appointment is accepted by a Candidate and provide us with details of the agreed remuneration for the appointment
- Pay our retainer fee immediately upon presentation of our invoice and all other fees within the specified payment terms
- Treat all introductions as being strictly confidential and do not provide a Candidate’s information to any third party without our prior consent
For further information, please refer to our detailed Terms of Business below.
TERMS OF BUSINESS – PROVISION OF SEARCH SERVICES
- DEFINITIONS & INTERPRETATION
1.1 In these Terms of Business (Terms) the following definitions apply:
Additional Appointment Fee means a further fee which is payable by the Client where clause 4.2 applies;
Candidate means a person who is Introduced by the Company to the Client;
Client means the person, firm, company or business to which the Candidate is introduced including, where applicable, any holding, subsidiary or associated company which may engage the Candidate;
Engagement means the engagement, employment, hire or use of the Candidate by the Client on any basis whatsoever, whether directly or through any third party. Engage, Engaged and Engages shall be interpreted accordingly;
Introduction has the meaning set out in clause 3.3 and Introduce, Introduces and Introduced shall be interpreted accordingly;
Introduction Period means the 12-month period from TGL’s most recent Introduction of a Candidate;
Payment Terms means 30 days from the date of TGL’s invoice;
Remuneration means the (i) gross annualised basic salary together with any car allowance or (ii) annualised professional fees or charges, in either case payable to or in respect of the Candidate for the engagement;
Search Services means the services provided by TGL pursuant to these Terms; and
TGL means Thomas Gray Limited (Registered in England & Wales No. 07839720) whose registered office is at Crest House, 53 Station Road, Egham, Surrey, TW20 9LG
1.2 Unless the context requires otherwise, references to the singular include the plural
1.3 A person includes a natural person, firm, corporate or unincorporated body (whether or not having a separate legal personality).
1.4 A reference to a party means either TGL or the Client and a reference to the parties means both TGL and the client
1.5 Any phrase introduced by the words including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those words.
1.6 Any reference to legislation includes any amendment or re-enactment of such legislation from time to time and any secondary legislation which may be made pursuant to such legislation
1.7 The headings in these Terms are for convenience only and do not affect their interpretation
2. THE CONTRACT
2.1 These Terms form the entire agreement between TGL and the Client for the provision of Search Services and prevail over any terms or conditions of purchase proposed or issued by the Client unless otherwise agreed in writing by a director of TGL.
2.2 Where the Client has not signed these Terms to indicate acceptance, these Terms shall be deemed to have been accepted where the Client, having received a copy of these Terms, instructs TGL to provide Search Services.
2.3 No variation to these Terms shall be valid unless such variation is agreed in writing by a director of TGL.
2.4 The Client shall not rely on any statement, promise or representation made or given by or on behalf of TGL which is not set out in these Terms.
3. SEARCH SERVICES & INTRODUCTIONS
3.1 Upon the Client instructing TGL to provide Search Services, the Client shall provide all such information as TGL shall reasonably require regarding the position which the Client is seeking to fill.
3.2 Following receipt of the relevant information from the Client under clause 1, TGL shall commence the process of researching potentially suitable Candidates and, upon the completion of such research, shall present a shortlist of Candidates to the Client.
3.3 An Introduction shall take place when:
3.3.1 TGL submits the Candidate’s details to the Client in a shortlist or longlist or otherwise provides information to the Client which expressly or impliedly identifies a Candidate;
3.3.2 TGL arranges an interview or meeting between the Client and a Candidate, whether face to face, by telephone or by web/video conference; or
3.3.3 The parties conduct any negotiations or discussions in respect of the potential Engagement of a specific Candidate
3.4 An Introduction by TGL shall be deemed to be the effective cause of any Engagement of the Candidate within the Introduction Period, irrespective of whether the Candidate is Engaged in the position for which the Candidate was Introduced, unless all three of the following conditions apply:
3.4.1 The Client had, in the 12-month period prior to TGL’s initial Introduction, been in active discussions with the Candidate, directly or through any third party, with a view to Engaging the Candidate;
3.4.2 The Client provides reasonable evidence of such prior active discussions within five working days of TGL initially Introducing the Candidate; and
3.4.3 The Client has not arranged to interview the Candidate through TGL or instructed TGL to facilitate the Engagement of the Candidate
3.5 Internal Candidates
3.5.1 We will assess up to three internal Candidates as part of a search, with no extra charge. The assessment of further Candidates will be charged at an agreed per capital rate.
3.5.2 We will treat Candidates named or recommended by our client in the same as manner as any other Candidate
3.5.3 The source of any Candidate shall not affect the payment of the Fee
3.6 The Client shall:
3.6.1 Notify TGL without delay of any offer of an Engagement which it wishes to make to a Candidate and provide the relevant terms of such offer;
3.6.2 Notify TGL without delay upon the acceptance of an offer of Engagement by a Candidate; and
3.6.3 Provide details to TGL of the Remuneration agreed with the Candidate and, if requested by TGL, a copy of the proposed contract of employment.
4. FEES & CHARGES
4.1 TGL’s fees for the Search Services shall be payable in three stages as follows:
4.1.1 A Retainer Fee of 8% of the estimated Remuneration shall be invoiced upon the Client instructing TGL to provide Search Services and such invoice shall be due for immediate settlement;
4.1.2 A Shortlist Fee of 8% of the estimated Remuneration shall be invoiced upon TGL submitting a shortlist of Candidates to the Client and such invoice shall be due for settlement within the Payment Terms; and.
4.1.3 An Appointment Fee of 8% of the agreed Remuneration for the Engagement shall be invoiced upon commencement of the Engagement, subject to any adjustment to the Retainer Fee and Shortlist Fee which may be necessary to account for any difference between the estimated Remuneration and the agreed Remuneration, and such invoice shall be due for settlement within the Payment Terms.
4.2 VAT shall be charged at the standard rate on all sums invoiced under these Terms
4.3 If the precise Remuneration is not known, if it is impracticable to calculate the Remuneration or the Client fails to provide details of the Remuneration to TGL, TGL’s fees shall be based on the Remuneration which, in TGL’s reasonable opinion, is the typical market rate for the Engagement.
4.4 If the Client makes any material change to the scope of the Search Services, TGL may make a reasonable additional charge to the Client in respect of any abortive time and costs.
4.5 If the Client instructs TGL to cease or delay the provision of Search Services, any sums which have been invoiced by TGL shall remain payable by the Client.
4.6 Where agreed between the parties, TGL may submit an invoice to the Client in respect of any expenses incurred by a Candidate in attending an interview with the Client. TGL’s invoice shall be due for settlement within the Payment Terms.
4.7 If the Client does not pay TGL’s invoice within the Payment Terms, TGL may:
4.7.1 Charge late payment compensation on such invoice in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;
4.7.2 Charge contractual interest at the rate of 4% per annum above the base rate of the Bank of England from the due date until the date of payment;
4.7.3 Refer the collection of such payment to its legal representatives and, in such circumstances, the Client shall be liable for all costs, fees (including legal fees), charges and disbursements incurred by TGL in recovering payment from the Client.
5. GUARANTEE
5.1 If an appointee leaves our client within three months of appointment, providing this is not related to redundancy, change of ownership or a change of responsibilities or reporting lines, TGL undertake to do the work again, charging for expenses and advertising This guarantee only applies where or client has paid our invoices on time in accordance with the payment clause above.
5.2 TGL shall not be liable to the Client if TGL is unable to Introduce an acceptable Replacement Candidate and shall have no further obligations under this clause if the Client sources a Replacement Candidate by any other means or decides not to replace the Candidate.
5.3 If the Client Engages a Replacement Candidate and subsequently re-engages the original Candidate within 12 months, the Client shall be liable to pay an Appointment Fee in respect of the Replacement Candidate, which shall be calculated in accordance with clause
6. CONFIDENTIALITY
6.1 The Client shall use any information supplied by TGL regarding a Candidate solely for the purpose of conducting the recruitment process and shall not:
6.1.1 Disclose any such information to any third party prior to making an offer of Engagement without the express written consent of TGL;
6.1.2 Contact the Candidate’s current employer for a reference until the Candidate has formally accepted an offer of Engagement;
6.1.3 Export any personal data regarding the Candidate outside of the European Economic Area without the express consent of the Candidate; or
6.1.4 Use such information for any other purpose without the express consent of the Candidate
6.2 If the Client shares the Candidate’s details with any third party, resulting in the employment or engagement of the Candidate by such third party within the Introduction Period, the Client shall be liable to pay an Appointment Fee to TGL which shall be calculated in accordance with clause 4
7. LIABILITY & INDEMNITY
7.1 Whilst TGL will use reasonable endeavours to ensure that any Candidate Introduced to the Client meets the requirements specified by the Client under clause 1, TGL gives no warranty, whether express or implied, as to the attributes of the Candidate and the Client is responsible for carrying out such checks as the Client shall consider necessary to determine the Candidate’s suitability for the position which the Client is seeking to fill.
7.2 TGL shall not be liable to the Client for any indirect or consequential losses or for any loss of profit, loss of business or loss of reputation howsoever arising
7.3 Subject to clause 4, the aggregate liability of TGL to the Client in respect of any claim arising out of or in connection with the performance or non-performance of these Terms and whether in contract, tort (including negligence) or otherwise, is limited to the Appointment Fee paid by the Client to TGL in respect of the Engagement in relation to which such claim arises or, if there was no Engagement or if the claim does not relate to a specific Engagement, the sum of £5,000.
7.4 TGL does not exclude liability for death or personal injury arising from its own negligence, for fraud or fraudulent misrepresentation or for any other claim which may not be limited or excluded by law
7.5 Save as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are excluded from these Terms to the fullest extent permitted by law
7.6 Any claim which the Client may bring against TGL in connection with these Terms must be commenced within 12 months of the date on which the Client becomes aware or should reasonably have become aware of such claim
7.7 The Client shall indemnify TGL against all losses, damages, costs, claims (whether actual or threatened) and fees (including legal fees) suffered or incurred by TGL as a result of the Client’s breach of contract, negligence (or any other tortious act), breach of statutory duty or otherwise.
8. GENERAL PROVISIONS
8.1 The Client shall not assign any of its rights or obligations under these Terms without the written consent of TGL
8.2 The parties do not intend these Terms to be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999
8.3 The Client shall not deduct or set off against any sum due to TGL under these Terms, any sum which is owed or which the Client alleges or claims is owed by TGL to the Client, whether under these Terms or under any other agreement between TGL and the Client
8.4 TGL shall act as an employment agency within the meaning of the Employment Agencies Act 1973 when providing Search Services to the Client under these Terms
8.5 If any part of these Terms is determined by any competent authority to be unenforceable to any extent, such part shall, to that extent, be severed from these Terms, which shall continue to be valid to the extent permitted by law
8.6 No failure or delay by a party in exercising any right or remedy under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy
8.7 Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of their obligations under these Terms if such delay or failure result from events, circumstances or causes beyond their reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations
8.8 These Terms shall be interpreted in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any dispute or claim arising in relation to the construction, interpretation or performance of these Term
