THE PARTIES

(1) Carnegie Consulting Limited (registered company no. 05661997 of 25 Gerrard Street, London, W1D 6JL (“the Employment Business”).

(2) “the Client” to whom the Candidate or Replacement Candidate is Introduced. For the avoidance of doubt the Client shall also include any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Candidate or Replacement Candidate is
Introduced.

1. DEFINITIONS

1.1. In these Terms the following definitions apply:

“Candidate” means the person Introduced by the Company 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 Company’s own staff;

“Client” means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to which the Candidate is introduced;

“Engagement” means the 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, license, 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;

“Introduction” means (i) the passing to the Client of a curriculum vitae or information which identifies the Candidate or (ii) the Client’s interview of a Candidate (in person, by telephone or by any other means), following the Client’s instruction to the Company to search for a Candidate; and, in either case, which leads to an Engagement of the Candidate; and “Introduces” and “Introduced” shall be construed accordingly;

“Introduction Fee” means the fee payable by the Client to the Company for an Introduction resulting in an Engagement;

“Remuneration” includes all salary, guaranteed bonus payments and other emoluments (such as London weighting, signing-on / ‘Golden Hello’ fee, relocation expenses, payment of M.B.A. / study fees or car allowance) payable to or
receivable by the applicant in the first 12 months for services rendered to or on behalf of the Client. In
circumstances where a company car is included as a benefit in the applicant’s remuneration package a nominal £3,000 will be added to the applicant’s base salary for invoice purposes;

“Data Protection Laws” means the Data Protection Act 2018, the General Data Protection Regulation (EU 2016/679) or any applicable statutory or regulatory provisions in force from time to time relating to the protection and transfer of personal
data;

“Losses” means all losses, liabilities, damages, costs, expenses, fines, penalties or interest, whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, business or goodwill, management time and reasonable legal fees) and charges, including such items arising out of or resulting from actions, proceedings, claims and demands.

1.2. Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.
1.3. The headings contained in these Terms are for convenience only and do not affect their interpretation.

2. ACCEPTANCE OF TERMS

2.1. These Terms of business constitute the contract between Carnegie Consulting Limited (the Company) and the Employer Client (the Client) and are deemed to be accepted by the client by virtue of an interview or the engagement of a candidate, or the passing by the client of any information about a candidate to any third party following an introduction.
2.2. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between Carnegie Consulting Ltd and the Client and are set out in writing and a copy of the varied terms is given to the client stating the date on or after which such varied terms shall apply.
2.3. These terms contain the entire agreement and shall prevail over any other terms of business or purchase conditions (or similar) put forward by the Client.
2.4. Carnegie Consulting Ltd acts as an employment agency (as defined in Section 13(2) of the Employment Agencies Act 1973) when introducing Candidates to the Client for direct Engagement by that Client.
2.5. The Client agrees:
2.5.1 to notify the Company immediately of the terms of any offer of an engagement it makes to the Candidate and of the acceptance of any offer, along with any documentary evidence requested by the Company.
2.5.2 to pay the introduction fee of the Company within 14 days of the date of the invoice, which shall be issued no sooner than the candidate commences employment unless otherwise requested by the Client.
2.5.3 the Company reserves the right to charge interest on invoices unpaid in the due period at a rate of 2.5% above Barclays Bank’s base rate.

3. NOTIFICATION & FEES

3.1. The Client agrees to:
3.1.1 notify the Company immediately of the terms of any offer of an engagement it makes to the Candidate;
3.1.2 notify the Company immediately that its offer of an Engagement to the Candidate has been accepted and provide details to the Company of the Remuneration agreed with the Candidate together with any documentary evidence as requested by the Company; and
3.1.3 pay the introduction fee to the Company, to be calculated in accordance with the provisions of this clause 3 within 14 days of the
date of the invoice, which shall be issued no sooner than the first day the candidate commences employment unless otherwise requested by the Client.
3.1.4 the Company reserves the right to charge interest on invoices unpaid in the due period at a rate of 2.5% above Barclays Bank’s base rate.
3.2. The fee payable to the Company by the Client for the introduction of a Candidate is calculated as per the Scale of Fees below on the gross remuneration that the applicant is entitled to earn during the first 12 months of their engagement by the Client.
3.3. In the case of introduction fees arising through overseas placements, the responsibility for payment of the fee is with the company or
firm initiating the recruitment request. Fees will be calculated in accordance with the Company’s Scale of Fees and calculated in Pounds Sterling on the basis of the exchange rate ruling at the date of invoice.
3.4. An introduction fee is payable if the Client engages the Candidate within a period of 6 calendar months from the date of (a) an introduction by the Company, (b) the Client’s withdrawal of an offer of engagement or (c) the Candidate’s rejection of an offer of engagement (whichever is the later).
3.5. Where prior to the commencement of the Engagement the Company and the Client agree that the Engagement will be on the basis of a fixed term of less than 12 months, the Introduction Fee will apply pro-rata. If the Client (a) extends the Engagement beyond the initial fixed term or (b) re-Engages the Candidate within six calendar months from the date of termination of the agreed period of the fixed term Engagement, then the Client shall be liable to pay a further Introduction Fee based on the additional Remuneration applicable for (a) the extended period of Engagement or (b) the period of the second and any subsequent Engagement, subject to the Client not being liable to pay a greater sum in Introduction Fees than the Client would have been liable for had the Candidate first been Engaged for 12 months or more.
3.6. In the event that any Company staff with whom the Client has had personal dealings accepts an Engagement with the Client while employed by the Company (or within 3 months of leaving the company), the Client shall be liable to pay the Company a fee equivalent to the Introduction Fee calculated in accordance with the fee structure. For the avoidance of doubt, the Client shall not be entitled to a refund for any fee due under this clause (3.5) in any circumstances.
3.7. The Client’s obligations under this clause (3) shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.
3.8. If the candidate has not applied to or been introduced to the Client in the previous 6 months, then the Company shall assume ownership and will retain ownership for a period of 6 months following the introduction. Should the Candidate be hired by the Client during that period of time, the Company shall charge a fee in line with our fee structure, regardless of whether the candidate was previously known to the client.
3.9. The Company shall not be liable for any travelling or out-of-pocket expenses incurred by the Candidate.
3.10. VAT will be charged in addition to the fee.

4. FEE STRUCTURE

4.1. All fees are expressed as a percentage of the first year’s Remuneration. This fee structure relates to permanent or fixed-term
assignments.
4.2. An introduction fee based on one of the following percentages of first year remuneration will be due:

Remuneration Fee
Up to £99,999 25%
£100,000+ 30%

5. FEE GUARANTEES

5.1. For permanent engagements the Company offer a guarantee period of 10 weeks.
5.2. If the Engagement terminates before the expiry of the guarantee period from the commencement of the Engagement, the fee shall be credited in the following manner: Up to one week, a credit of 100%, reducing by 10% of the original invoice for each subsequent week (up to 2 weeks, 90% etc.).
5.3. For fixed term contract engagements, the Company offer a guarantee period of one week per month of the agreed contract length up to a maximum of 10 weeks, credited in the same manner as clause 5.2.
5.4. No guarantee is available for any temporary to permanent Engagement or if the candidate is made redundant.
5.5. In order to qualify for a refund, the Client must comply with the provisions of clause 2.5 and must notify the Company in writing of the termination of the Engagement or the non-commencement of the Engagement within 7 days of its termination or non-commencement.
5.6. For the purposes of this clause the date of termination of the Engagement shall be the date on which the Candidate ceases working or would have ceased working for the Client, but for any period of garden leave or payment in lieu of notice, whichever is the later.
5.7. If subsequent to the Client receiving a refund the Candidate is re-Engaged within a period of 6 calendar months from the date of termination, then the refund shall be repaid to the Company. The Client shall not be entitled to any further refunds in relation to the re-Engagement of this Candidate.

6. INTRODUCTIONS TO THIRD PARTIES

Introductions of Candidates are confidential. If a client discloses a Candidate’s details to a third party, that will be deemed to be a third-party introduction.  If that Third Party Introduction results in an Engagement of the Candidate by the third party within 6 months of the Client’s introduction of the Candidate to the Third Party, then the Client will be liable to the Company for a payment of an Introduction Fee calculated in accordance with Clause 3 & 4. Neither the Client nor the third party shall be entitled to a refund of the Introduction Fee under Clause 5 in any circumstances.

7. SUITABILITY CHECKS

7.1. The Company endeavours to ensure the suitability of any applicant introduced to the Client to work in the position which the Client seeks to fill by taking reasonably practicable steps to:
7.1.1 ensure that it would not be detrimental to the interests of either the Client or the Candidate;
7.1.2 ensure that both the Client and Candidate are aware of any requirements imposed by law or by any professional body;
7.1.3 confirm that the Candidate is willing to work in the position.
7.2. Notwithstanding clause 7.1 the Client must satisfy itself as to the suitability of any Candidate for the position they are seeking to fill. The Client is responsible for:
7.2.1 taking up any references provided by the Candidate before Engaging the Candidate;
7.2.2 checking the Candidate’s right to work and obtaining permission to work as may be required by the law of the country in which the Candidate is Engaged to work;
7.2.3 the arrangement of medical examinations and/ or investigations into the medical history of any Candidate; and
7.2.4 satisfying any medical and other requirements, qualifications or permission required for the Candidate to work in the Engagement.
7.3. To enable the Company to comply with its obligations under clause 7.1 above the Client undertakes to provide to the Company details of the position which the Client seeks to fill, including the following:
7.3.1 the type of work that the Candidate would be required to do;
7.3.2 the location and hours of work;
7.3.3 the experience, training, qualifications and any authorisation which the Client considers necessary, or which are required by law or any professional body for the Candidate to possess in order to work in the position;
7.3.4 any risks to health or safety known to the Client and what steps the Client has taken to precent or control such risks;
7.3.5 the date the Client requires the Candidate to comment the Engagement;
7.3.6 the duration or likely duration of the Engagement if not permanent;
7.3.7 the minimum rate of remuneration, expenses and any other benefits that would be offered;
7.3.8 the intervals of payment of Remuneration;
7.3.9 the period of probation for the Candidate; and
7.3.10 the length of notice that the Candidate would be entitled to give and receive to terminate their employment with the Client.

8. CONFIDENTIALITY AND DATA PROTECTION

All information relating to a Candidate is confidential and subject to the Data Protection Laws and is provided solely for the purpose of providing work-finding services to the Client. Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes to abide by the provisions of the Data Protection Laws in receiving and processing the data at all times. In addition, information relating to the Company’s business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain.

9. LIABILITY

9.1. The Company shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with the Company seeking a Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client or from the failure of the Company to introduce any Candidate. For the avoidance of doubt, the Company does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.

9.2. The Client shall indemnify and keep indemnified the Company against any Losses incurred by the Company arising out of any non-mcompliance with the Data Protection Laws, and/or as a result of any breach of, these Terms by the Client.

10. NOTICES

All notices which are required to be given in accordance with these Terms shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent.

11. SEVERABILITY

If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by applicable laws.

12. GOVERNING LAW AND JURISDICTION

These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.