The terms and conditions of business set out below constitute the contract between Eton Clarke Ltd of 207 Regent Street, Mayfair, London, W1B 3HH (herein referred to as the “Agency”) and the Client for the supply of staff and are deemed to be accepted by the Client by virtue of an Introduction or the Engagement of a Candidate.
1.1. In these Terms the following definitions apply:
means the person introduced by the Agency to the Client for an Engagement including any officer, employee or other representative of the Candidate if the Candidate is a corporate body;
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;
means the engagement, 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, licence, franchise or partnership agreement; or any other engagement; or through a limited company of which the Candidate is an officer, employee or other representative;
means (i) the Client’s interview of a Candidate (in person, by telephone or by any other means); or (ii) the passing to the Client of a curriculum vitæ or information which identifies the Candidate; and, in either case, which leads to an Engagement of the Candidate;
means the fee payable by the Client to the Agency for an Introduction resulting in an Engagement;
total first year guaranteed compensation to include gross base salary or draw, bonus, bonus buy-outs, stock & stock options.
2. NOTIFICATIONS AND FEES
2.1. The Client agrees to:
2.1.1. notify the Agency immediately of the terms of any offer of an Engagement which it makes to the Candidate;
2.1.2. notify the Agency immediately that its offer of an Engagement to the Candidate has been accepted and to provide details to the Agency of the Remuneration agreed with the Candidate together with any documentary evidence as requested by the Agency; and
2.1.3. pay the Introduction Fee, to be calculated in accordance with the provisions of this clause 2, by the due date for payment in clause
The Introduction Fee is the amount equal to: 35% of the Remuneration applicable during the first 12 months of the Engagement.
- 2.2.1. A £8,750 minimum charge will apply to any Engagement where total annual Remuneration is less than £25,000 per annum.
When an Engagement occurs where the Candidate is remunerated on a commission only basis, the Agency will charge an Introduction Fee calculated in accordance with clause 2.2 based on the market rate level of remuneration applicable for the position unless a prior fee arrangement is made between the Agency and the Client.
Where prior to the commencement of the Engagement the Agency 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.
The Introduction Fee shall be payable within 21 days of the date of the Agency’s invoice which shall be rendered once the Candidate commences the Engagement.
The Agency reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 5% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.
The Agency 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 Agency 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 Agency to introduce any Candidate.
Introductions of Candidates are confidential. If a Client discloses a Candidate’s details to a third party, which results in the Engagement of a Candidate by the third party within twelve months of the Agency’s Introduction of the Candidate to the Client, then the Client will be liable to the Agency for payment of an Introduction Fee in accordance with clause 2.
Any occurrence of an Engagement of a Candidate within twelve months subsequent to the initial Introduction or re-introduction will represent an Engagement as governed by the Terms and Conditions of Business as set out herein.
The Client is deemed responsible and has the liability to ensure the appropriateness and suitability of the Candidates introduced by the Agency to carry out the position which the Client seeks to fill. The Client is also responsible for substantiating that the Candidate has the experience, training, qualifications and any other authorisation which the Client considers necessary or which may be required by law or by any professional body.
If, once an Engagement has commenced, it is terminated by either the Candidate or the Client (except in circumstances where the Candidate is made redundant) before the expiry of five weeks from the date of commencement of the Engagement; then subject to the terms of clause 3.2 a refund of 20% will be allowed against the Introduction Fee for each complete week of the initial five week period not worked by the Candidate.
In order to qualify for the refund set out in clause 3.1, the Client must comply with the provisions of clause 2.1 and must notify the Agency in writing of the termination of the Engagement within 7 days.
If subsequent to the Client receiving a refund, the Candidate is re-Engaged within a period of six calendar months from the date of termination then the refund shall be repaid to the Agency. The Client shall not be entitled to any further refunds in relation to the re-Engagement of this Candidate.
4. 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.