TERMS OF BUSINESS
RETAINED EXECUTIVE SEARCH
This document details the general Terms for each search engagement between the Company and the Client.
1. DEFINITIONS
1.1 The following definitions apply in these Terms of Business (‘Terms’):
Assignment where the Client instructs the Company to source Candidates for a specific position or possible position with the Client. An Assignment may include an Exclusive Assignment. An Assignment is confirmed through the Terms or a separate engagement letter in which the Term have been made applicable.
Associated Company a subsidiary, parent, group company or entity under common ownership or management.Associated Company will also refer to a business known to The Client particularly where there has been communication regarding any Candidate introduced by The Company and includes any Third Party.
Candidate: an individual, company or other legal entity Introduced to, or Engaged by, a Client or Third Party.
Client: an individual, company or other legal entity to whom any Candidate is introduced.
Company: Korio Search B.V., a recruitment company whose registered office Amsterdam, Netherlands, 1098EH.
Completion Fee: the Fee minus the Retainer Fee.
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 Assignment: 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 2 payable with respect to an Engagement. The Fee is excluding Value Added Tax (if any).
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 a contingent-based Candidate .
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. Living or accommodation allowances will be calculated as the higherof the actual value of the
allowance or €12,000 per annum. Motor vehicle or travel allowances will be calculated as the higher of the actual value of the allowance or €8,000 per annum.
Retainer Fee: the retainer fee as defined in clause 2.1.
Targeted Compensation: the Candidate’s targeted base salary (including holiday allowance) and full targeted bonus.
Terms: these terms.
Third Party: an individual, company or other legal entity other than the Client to whom the Client provides information 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 made under it.
1.3 Headings are for convenience only and do not affect interpretation.
2. FEES & EXPENSES
2.1 The Fee will be a percentage of the Remuneration, as agreed between the Company and the Client per each Assignment.
2.2 The Remuneration will be agreed in writing prior to the start date of the Engagement. The Targeted Compensation will be agreed in writing when the Assignment is confirmed.
2.3 The Retainer Fee will be non-refundable and invoiced following the commencement of the Assignment.
2.4 The Completion Fee will be invoiced once the Client’s chosen Candidate formally accepts the Client’s offer ofemployment and will be adjusted to take into account any variation on the original, estimated remuneration.
2.5 If the Candidate is Engaged on a part-time basis of 4 days or less per week, a minimum calculation of 80% of the full-time equivalent Fee will apply.
2.6 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 a Client;
b) provides or organises an advertising service for the Client; or
c) organises interview facilities, including videoconferencing.
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.
2.7 Notwithstanding any other provision of these Terms, all Fees will be payable in full by the Client if the Client makes an offer of Engagement to any Candidate which is accepted, but is subsequently withdrawn by the Client. The Company may immediately, upon becoming aware of the withdrawal of the offer of an Engagement, invoice the Client for the sums due as soon as reasonably practicable. This provision will not apply where the offer is withdrawn because, in the Client’s reasonable opinion, the findings from any background screening are unsatisfactory.
2.8 Should the Client cancel the assignment for any reason a cancellation fee of €5,000 will be payable. If an assignment is put on hold for more than 30 days the assignment will be deemed to have been cancelled.
2.9 The Client will pay the Company the Fee for any Engagement made within 12 months of the later 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.
2.10 Where the Client introduces a Candidate to a Third Party, 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.
2.11 If any employee of the Company with whom the Client has had personal dealings accepts an Engagement with the Client while employed by the Company or within 6 months of leaving the Company’s employment, the Client will pay a Fee on the same basis as if that employee was a Candidate Introduced to the Client by the Company.
2.12 The Client will supply the Company with all such written information as may be necessary for the calculation of the Fee.
2.13 All invoices will be payable by the Client in Euros within 30 days of the date of invoice and, where applicable, are subject to Value Added Tax at the prevailing rate. The full amount of all invoices will be payable by the Client without any deduction whatsoever.
3. FIXED TERM CONTRACTS
3.1 For fixed term contracts, the applicable Fee, as referred to in clause 2, will be calculated by reference to the Candidate’sfull-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.
3.2 The minimum length of a fixed term contract is 3 months. If the actual contract is less than 3 months, it will be assumed to be 3 months for the purposes of calculating the Remuneration.
3.3 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.
4. PERFORMANCE COMMITMENT
4.1 In the event that the successfully placed Candidate does not remain productively employed for a period of 12 weeks from the employment commencement date and the Client considers that this is a reflection on the calibre of the Company’s work, the Company will, upon the Client’s timely, written request, conduct a search for a replacement candidate for the original role at no additional professional fee, charging direct expenses only. This performance commitment will be honored provided that the following conditions have been met:
a) all invoices relating to the initial search have been paid in full, within 30 days of the date of the invoice;
b) the termination is not due to redundancy or any other company restructuring nor due to any change in job description, location or any other essential element of the position,
c) the Client has complied with i) all relevant laws, ii) the terms and conditions as agreed between the Client and the Company, and iii) the Candidate’s employment agreement;
d) the Client has informed the Company in writing thereof within seven days after the date of termination;
e) the replacement request is given exclusively to the Company to complete; and
f) the replacement role is the same as the initial placement.
5. RESPONSIBILITY
5.1 The Client undertakes to provide the Company with full details of the position, including (but not limited to):
a) the type of work to be undertaken, verbally and in the form of a job description (to be shared with candidates)
b) anticipated Engagement start date
c) the location and hours of work
d) expected Salary and Package levels for the role
e) the duration or likely duration of the work
f) risks to health or safety known to the Client and steps taken to mitigate such risks;
g) clear feedback (via email) regarding each submitted candidate
5.2 If the Client fails to provide the Company with the Remuneration and/or Targeted Compensation details pursuant to clause 2.12 the Client acknowledges and agrees that the Fee and/or the Retainer Fee will be calculated on the basis of the Company’s reasonable estimation of the Remuneration and/or Targeted Compensation (as the case may be).
5.3 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; any authorisation 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 issolely responsible for verifying any Candidate information (including but not limited to any reference and right to workconfirmation) and satisfying themselves of the suitability of a Candidate.
5.4 The Client will obtain work permits and such other permission to work as may be required by the law of the country in which the Candidate is Engaged to work.
5.5 The Client will comply in all respects with all relevant statutes, laws, regulations and codes of practice from time totime 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.
5.6 Where it is an internal requirement of the Client that any invoices submitted in relation to an Introduction require PONumbers, 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.
6. EXCLUSIVITY
6.1 The Client will not engage any individual, company or other legal entity, or agency other than the Company, to complete the Assignment. If the Client receives a Candidate application other than via the Company it will refer such application immediately to the Company for assessment. If such a Candidate is Engaged by the Client a Fee will be payable in accordance with these Terms.
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 recruitment or Engagement of anyCandidate. For the avoidance of doubt, the Company does not exclude liability for death or 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 above, the Company places a reasonable financial limit onits liability of 100% of the Fees paid under these Terms in the 12-month period (commencing on 1st January) in which liability arose. This will not apply to any liability which cannot be excluded by law.
7.3 The Company may terminate the Assignment with immediate effect without liability where:
a) the Company reasonably believes the Client has, or is considering, matters of its solvency, financial stability or dissolution. This may include, but is not limited to, administration, liquidation, proprietary receivership or arrangement with creditors. All partners in a dissolved partnership remain jointly and severally liable for Fees payable;
b) the Client materially or persistently breaches these terms and, where possible, fails to remedy the breach within 30 days of notice of the Company’s intention to terminate; or (c) any instructions or communication from the Client are illegal, unethical or contravene accepted codes of practice.
8. CONFIDENTIALITY & DATA PROTECTION
8.1 All personal and commercial information relating to the Candidate, Engagement or Fee Arrangement 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 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 take appropriate technical and organisational measures to safeguard the security of the personal data in its possession and control;
c) they will co-operate 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 is necessary for its purpose (unless otherwise required or permitted by law).
8.3 The Company’s privacy statement is available on its website at www.koriosearch.com
8.4 By signing this contract the Client’s data will be held under the processing reason of ‘Contract’, this is essential for legal, financial and business administration purposes. Other team members from the Client involved in the search process may be sent a so-called ‘legitimate Interest notification’ or ‘consent request’ email as appropriate.
9. MISCELLANEOUS
9.1 These Terms apply to all quotations issued by the Company to the Client, as well as all future agreements entered into between the Parties and all other contractual relationships and assignments between the Company and the Client.
9.2 All terms stated by the Company have been established to the best of its knowledge, based on the information known to the Company when entering into the Terms and they will be respected as much as reasonably possible.
9.3 Any delivery dates and/or time limits stated in the Terms, any agreement, annex, or quotation shall always apply as target dates, shall always be indicative and are no fatal terms (fatale termijnen) unless explicitly agreed otherwise. In all events, including if the parties have explicitly agreed a final time limit in writing, the Company shall only be in default (verzuim) after the Client has sent the Company a written, proper and detailed notice of default (ingebrekestelling) and the reasonable term, that the Client has granted to the Company to remedy the breach, has passed.
9.4 If any provision of these Terms is held to be illegal or unenforceable in whole or in part under any enactment or rule oflaw such provision or part will be deemed not to form part of these Terms but the enforceability of the remainder of these Terms will not be affected.
9.5 The application of any of the Clients purchasing conditions or any other of its conditions is explicitly rejected. The Company's signing or implied or express acceptance of the Client’s documents in or on which it is stated that such general terms and conditions apply, for example because this has been pre-printed on stationery, shall never constitute the Company's acceptance of such purchasing conditions or any other of its conditions.
9.6 The failure by the Company to enforce at any time or for any period a provision of these Terms shall not constitute a waiver, including at any subsequent time of the same or any other provision.
9.7 These Terms and any agreement between the Company and the Client will be governed by Dutch law and the Company and the Client will submit to the exclusive jurisdiction of the courts in Amsterdam, the Netherlands.
9.8 These terms were created on 1st August 2024 and are effective as per the signing date.
9.9 These terms supersede all previous terms of business for assignments between the parties.
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