Executive Search (headhunt) Page 1 f 6 Standard Terms & Cnditins UK Trjan Management Search Ltd. 3rd Flr, 63 66 Hattn Garden, Lndn, EC1N 8LE t:+44 (0)20 7841 1600 f:+44(0)20 7841 1601 e:inf@trjan.c.uk w:www.trjan.c.uk
1. Definitins Client means any party engaging the services f Trjan Trjan means Trjan Management Search Limited Candidate means any party intrduced by Trjan t the Client Engaged r Engagement means the agreement by the Candidate t undertake any rle fr r in cnjunctin with the Client (r assciated 3rd party) by way f a cntract f emplyment, service agreement, jint venture agreement r ther arrangement Terms means these Standard Terms & Cnditins f Business Page 2 f 6 2. Acceptance In the absence f the frmal appintment f Trjan, the interviewing r Engagement f any Candidate r a verbal instructin t cmmence a headhunt assignment r the Client agreement t the jb Brief, will be deemed an acceptance f these Standard Terms and agreement t pay Trjan s fees annexed heret (r as amended and agreed in writing by Trjan). 3. Respnsibility & liability Trjan undertakes t perfrm the services agreed with the Client with all due skill, care and attentin. While every effrt is made t maintain a high standard f integrity and a reliable service, n liability can be accepted by Trjan fr any negligence, dishnesty, miscnduct, failure t fulfil the terms f any emplyment arrangement r cntract r lack f skill n the part f any Candidate intrduced by Trjan. N warranty f any kind is given by Trjan n any Candidate. It is the sle respnsibility f the Client t satisfy itself as t the suitability f any Candidate intrduced by Trjan. The Client is respnsible fr vetting r btaining any necessary wrk permits, residency permits, health checks and the like. The Client shall indemnify Trjan against any lsses r ther expenses arising ut f any claims made against Trjan by any third party as a result f any delay r failure by the Client t pay Trjan s fees in accrdance with these Terms. 4. Candidate engagement Within 24 mnths f a Client interviewing r receiving details f any Candidate (whichever is the later) and subsequently Engaging that Candidate, the Client shall pay t Trjan the full, relevant fee in accrdance with the Schedule f Fees annexed heret (unless therwise amended and agreed in writing by Trjan). If within 24 mnths f a Candidate being intrduced by a Client t a third party, hwever assciated, and that Candidate is Engaged by the third party then the full, relevant fee, in accrdance with the Schedule f Fees annexed heret, will becme payable by the Client t Trjan frthwith. Trjan Management Search Ltd. 3rd Flr, 63 66 Hattn Garden, Lndn, EC1N 8LE t:+44 (0)20 7841 1600 f:+44(0)20 7841 1601 e:inf@trjan.c.uk w:www.trjan.c.uk
5. Fee cnditins Fr the purpse f Trjan s fee calculatin the fllwing definitins will apply: Salary shall mean the grss annual salary agreed between the Candidate and the Client, including any weighting, allwance, guaranteed incme, bnus (anticipated r guaranteed), car allwance r equivalent (taken as 10% f base salary if nt specified), verseas uplift, any ther additinal remuneratin and any recruitment premium agreed between the parties, hwsever termed and als includes, in the first year f Engagement, any nn-taxable benefits received by the Candidate. Page 3 f 6 The verall fee percentage and staged charges stated in relatin t Trjan s fee will apply t the Salary t be paid by the Client t the Candidate. The timing and basis f the invices issued at the varius stages are: Handling Stage Issued n the Client s acceptance r deemed acceptance f the ffer r prpsal made by Trjan r instructin t prceed with the headhunt. The invice value will be calculated as a percentage f the assumed Salary (usually stated in the Trjan ffer r prpsal dcumentatin) r as initially established between the parties. Shrtlist Stage Issued upn agreement by the Client f the Candidates shrt-listed fr interview by the Client. A shrt-list can cmprise f ne r mre Candidates. All relevant expenses incurred by Trjan will be inviced at this stage. Invice value calculated as a percentage f the assumed Salary. Cmpletin Stage Issued when the selected Candidate has accepted the Client s Engagement ffer. All relevant expenses incurred by Trjan will be inviced at this stage. As an upward nly recnciliatin, the ttal fee will be recalculated n the actual Salary, nly if this is greater than the assumed Salary. The amunts inviced at the Handling and Shrt-list Stages (ther than Value Added Tax and expenses) will be deducted frm the fee re-calculated in accrdance with this paragraph and the difference will be inviced at this stage. If a Candidate s Engagement is terminated fr whatever reasn within 20 weeks f the start f the Engagement then: The Handling Stage and Shrtlist Stage invices (including expenses) shall remain payable in full by the Client t Trjan The Cmpletin Stage invice shall, t the extent it has been paid in full by the Client, be refunded (excluding expenses) by Trjan t the Client. At Trjan s discretin, Trjan will use all reasnable endeavurs t find a suitable replacement fr the Candidate, charging the Client nly additinal expenses incurred and the Cmpletin Stage charge shall nly be re-inviced when a replacement Candidate is Engaged by the Client. This refund shall nly apply where the Client has timely paid all invices issued in accrdance with these Terms. Trjan Management Search Ltd. 3rd Flr, 63 66 Hattn Garden, Lndn, EC1N 8LE t:+44 (0)20 7841 1600 f:+44(0)20 7841 1601 e:inf@trjan.c.uk w:www.trjan.c.uk
Shuld the Client elect t make an ffer f emplyment t mre that ne Candidate n the shrt-list then the Standard Fee fr Supplemental ( spin ff ) Candidates will apply t each and every additinal Candidate wh accepts an ffer f emplyment. The assciated fee will be inviced upn the acceptance f the jb ffer by each Candidate. On ccasin Trjan may intrduce a ptential Candidate frm a nnassignment related surce. The fee fr all such nn-assignment Candidates wh are Engaged is nted in the Standard Fees clause. The invice will be issued upn the acceptance f the ffer f emplyment by each Candidate. Page 4 f 6 6. Payment terms Each Trjan invice is t be paid in full within 30 days f issue therwise interest will be charged at 4.0% abve the base rate (APR) f Barclays Bank Plc and such interest will be applicable frm the date f issue f the invice until the invice is settled in full (including all due interest). Where payment f a Trjan invice is nt received by Trjan (fr whatever reasn) within 30 days f issue then Trjan may, at its sle discretin and by written ntice t the Client, revke any discunts r ther adjustments t these Terms as agreed in writing with the Client, and substitute these Terms in full. Any resultant increase in fee will be inviced at Trjan s discretin and will becme payable within 15 days f issue f invice. All Trjan s fees are quted exclusive f Value Added Tax and ther applicable levies, taxes r duties, all f which will be applied t invices at the apprpriate rate. 7. Early terminatin Shuld the Client prematurely terminate the headhunt, due t n fault f Trjan, then: All utstanding invices will be payable frthwith. The invice fr the Stage currently being wrked n by Trjan will be issued frthwith and becme due immediately, as if that Stage had been successfully cmpleted. One half f the Cmpletin Stage amunt (based n the assumed Salary) will be inviced frthwith and becme payable immediately (this is due t ur verhead and prfit cntributin being cvered by this stage and ur fee being related t the successful utcme f the cntract). 8. Expenses Incidental cst and expenses are excluded frm all quted fees. All such expenses will have an administratin fee f 10% added. Any Candidate s csts will be paid directly by the Client, unless therwise agreed. Expenses will be inviced mnthly and will be paid within 7 days f issue. Trjan Management Search Ltd. 3rd Flr, 63 66 Hattn Garden, Lndn, EC1N 8LE t:+44 (0)20 7841 1600 f:+44(0)20 7841 1601 e:inf@trjan.c.uk w:www.trjan.c.uk
9. General These Terms, tgether with the Trjan ffer r prpsal dcumentatin (and where applicable any acceptance dcumentatin issued by either party), shall cnstitute the entire agreement between Trjan and the Client. Any variatin t this agreement must be agreed between bth parties in writing. Nthing in these Terms shall create an agency relatinship, partnership r jint venture between the parties. Trjan shall nt enter int any Engagement in the name f the Client either directly r as an agent f the Client. Page 5 f 6 The Client will issue t Trjan a full cpy f all ffers f Engagement made t each Candidate, at the same time as they are issued t the Candidate. These Terms shall be cnstrued in accrdance with the Laws f England and Wales and the parties irrevcably submit t the nn-exclusive jurisdictin f the English curts. 10. Trjan emplyee engagement Shuld a Client emply (either full r part time directly r indirectly, r n a cnsultancy basis, then the Client will pay t Trjan 50% f the Salary r annual equivalent. This will be inviced nce the emplyee leaves Trjan and will be paid within 7 days f issue f invice. 11. Exclusivity Fr a perid f 120 days after the Client s acceptance f Trjan s ffer, the Client will nt appint any ther executive search r recruitment rganisatin r endeavur t find a Candidate frm any ther surce (including internal appintment). If, during the curse f this exclusive perid, the Client emplys a persn nt thrugh Trjan fr the psitin, then the Client will pay Trjan the full fee frthwith, tgether with all relevant expenses, as if Trjan had successfully cncluded the cntract. The exclusive perid cmmences with either the Client s written acceptance f the Trjan ffer r the date f issue f the first invice, whichever ccurs first. 12. Standard fees The nted percentages belw apply t the Salary f each Candidate intrduced by Trjan: Executive Search (headhunt): Handling Stage 15.0% Shrt-list Stage 10.0% Cmpletin Stage 8.0% Ttal 33.0% Trjan Management Search Ltd. 3rd Flr, 63 66 Hattn Garden, Lndn, EC1N 8LE t:+44 (0)20 7841 1600 f:+44(0)20 7841 1601 e:inf@trjan.c.uk w:www.trjan.c.uk
Supplemental ( spin ff ) Candidate: Single stage 25.0% Nn-assignment Candidate: Single stage 25.0% Nminated headhunt: Initial apprach (telephne) 300 per Candidate Interview & reprt (telephne) 650 per Candidate Interview & reprt (face-t-face) 950 per Candidate Acceptance f jb ffer 20.0% f Salary Page 6 f 6 13. Registratin Trjan is registered in England. Registratin number 3387444. Trjan Management Search Ltd. 3rd Flr, 63 66 Hattn Garden, Lndn, EC1N 8LE t:+44 (0)20 7841 1600 f:+44(0)20 7841 1601 e:inf@trjan.c.uk w:www.trjan.c.uk