Terms of Business
For Private and Confidential Use
This document sets out the standard terms and conditions under which IB Recruitment Services Limited (the Company) shall provide the Client with executive search services:
IB Recruitment Services Limited shall work on an exclusive basis. The Company shall handle the entire assignment without work to any other recruitment or search agencies.
A retention fee (§.17) shall be charged by the Company to the Client for the use of the Company's executive search services.
The Company shall only consider and recommend candidates who meet the specification set out by the Client in a detailed job description, which must be provided by the Client prior to an assignment being agreed.
The Company shall use in-depth research to build the strongest possible recommendations, meeting any outstanding job description. The final decision to employ a particular candidate rests with the Client.
The Company shall use its best efforts to ensure the suitability of the candidates the Company introduces to the Client, but the Company makes no warranty -express or implied - to that effect.
The Company's process is transparent for both the Client and the candidate, and the Company will comply with relevant data protection laws in Great Britain & Northern Ireland.
The Company shall only provide the Client with detailed information on individual candidates once permission has been obtained.
The Client agrees to maintain control over the information supplied to the Client in connection with this assignment, not to divulge such information to any unauthorised person, and to indemnify the Company and the candidates against any loss which may result from a breach of this agreement.
The identity of any recommended candidates should not be mentioned to anyone other than those individuals directly involved in the assignment.
The Company shall not be liable to the Client, for any loss, liability, damage, costs, claims or expenses suffered or incurred by the Client arising from or connected with any candidate relating to any activity conducted after an offer of employment has been agreed upon with the candidate.
Unless otherwise stated, an agreed period will be allocated by the Company with which the Client may retain communication with the candidate for interview purposes.
The Company shall expect an assignment to be completed within three months.
More time may be required in the case of international assignments and those with an element of exceptional difficulty.
Unless specific provisions to the contrary are agreed with the Client at the outset, the assignment period shall be six months. In the unlikely event that the search is not completed within the assignment period, the Company shall review with the Client the basis on which the assignment period may be extended. Where appropriate, the Company shall amend the terms of the original agreement.
Unless otherwise agreed the Company charge an initial fee (the retainer) of one-third of the estimated first-year remuneration receivable by the candidate. This includes but is not limited to the base salary, anticipated first-year bonus, and any sign-on bonus.
The retainer is billed in three equal installments: (a) when you, the Client, authorises the assignment, (b) 30 days after the date of the assignment, and (c) 60 days after that date.
In the event of a further appointment (including appointments with an organisation associated or connected with the Client or the Client's organisation) of a candidate introduced by us, a further fee shall become payable by the Client. This fee shall be one-quarter of the anticipated first-year remuneration payable to the person appointed.
In the course of an assignment, the Company may be asked to alter the terms of our brief, for instance, to change the position profile, causing further work for us. In such cases, the Company may agree a further fee to reflect our additional work and responsibilities.
Upon completion of the assignment the Company issue a fourth invoice to reconcile the total fee to one-third of the successful candidate's first-year cash remuneration, including base salary and anticipated bonus. The Client shall also allocate to IB Recruitment Services Limited at nil cost an amount of equity equal to one-third of the placed candidate's first-year equity vesting in the same form and on the same terms as that received by the placed candidate. This applies to any form of equity vesting including but not limited to shares, share options and equity warrants. IB Recruitment Services Limited shall pay any tax due as the recipient of this equity.
Our charge for office services is 2.5% of the retainer fee, invoiced in accordance with the schedule described in (§.17) above.
Out-of-pocket expenses are itemised and invoiced separately. Exceptional items such as international travel shall be agreed upon with the Client beforehand. At the end of the initial billing period, the Company shall continue to invoice incurred expenses until the assignment is completed
VAT is charged on all amounts invoiced, where applicable. VAT applies at 20%.
If any invoice is not paid within 30 days, the Company reserve the right to cancel the assignment immediately but without prejudice to our right to submit further invoices in relation to the assignment.
If unforeseen or other circumstances affecting the assignment make it unworkable or require it to be substantially modified, our fees for any work carried out remain payable. The Company also reserves the right to charge our remaining fees in full, although as a matter of practice, depending on the amount of work the Company has carried out on the assignment, the Company may agree not to do so. Any expenses shall be payable in full.
The Company provides the Client with candidates' details in strict confidence and on the understanding that the Client and the Client's colleagues shall not disclose their existence or contents to anyone without our written agreement. If the Client or the Client's colleagues pass on the details of a candidate to another organisation that subsequently engages the candidate, this shall be treated as a further appointment: a fee equal to one-quarter of the total first-year remuneration shall be payable by the Client.
If for any reason the successful candidate ceases to be employed by the Client at any time within 6 months of starting employment the Company shall use all reasonable endeavours to find free of charge a suitable replacement in the same manner as set out in these Terms of Business.
In the event of any dispute in relation to an assignment, the Client and IB Recruitment Services Limited agree to submit to the non-exclusive jurisdiction of the English courts. These Terms of Business shall be governed by English law.