Terms of Business

1. Definitions in these terms:

   "Candidate"	means an individual introduced to the Client by Warren Partners Ltd;
   "Engagement"	means the engagement, employment or use of the Candidate by the Client, whether under a contract of service or for services, partnership or otherwise;
   "Proposal"	means the proposal to recruit on behalf of the Client attached to these terms and conditions;
   "Regulations"	means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;
   "Remuneration"	means the gross annual taxable salary (including all benefits);
   "search services"	means the identification of potential candidates for the Client;
   "selection services"	means the process of selection of suitable candidates for the Client; and
   "the Services"	means the process of Warren Partners Ltd finding suitable Candidates for Engagement by the Client as is further detailed in the Schedule hereto.

2. Where words and expressions used in this agreement are also used in the Companies Act 1985 or in the Regulations, such words and expressions shall (save as specifically provided) have the meanings attached to them respectively by the relevant legislation.
3. References in these terms and conditions to any statute or statutory provision shall include any statute or statutory provision which amends, extends, consolidates, or replaces the same or which has been amended, extended, consolidated or replaced by the same and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statutory or statutory provision.
4. These Terms and Conditions and the terms of the Proposal shall govern any supply of the Services to be made by Warren Partners Ltd to the Client to the exclusion of any other terms and conditions subject to which any request of the Client for details of candidates or interview with candidates (whether by telephone or in person) is made or purported to be made or the Services accepted or purported to be accepted by the Client. In providing the Services to the Client the Company is acting as an employment agency as defined in the Regulations. The Company has no authority on behalf of the Client to enter into contracts of employment with Candidates.

5. Fee Structure

   1. The Client shall pay a fee ("The Fee") to Warren Partners Ltd of 25% of the total first year's remuneration agreed with the successful candidate for a selection assignment, 30% for a search and selection assignment and 33% for a search assignment with a minimum fee based on £50,000 remuneration. The nature of the assignment to be carried out by Warren Partners on behalf of the Client is set out in the Proposal.
   2. The cost of advertising undertaken will be payable by the Client and will be subject to a production charge and VAT at the prevailing rate. This is in addition to the rate charged by SMRS Ltd for publication, which is at client cost. If an advertisement is booked and then subsequently cancelled, any costs incurred will be charged to the Client and payable by the Client to SMRS Ltd. All media and production costs payable further to these Terms and Conditions shall be payable by the Client to SMRS Ltd upon receipt of an invoice from SMRS Ltd. In the event that any invoice is not paid by its due date then the provisions of clause 5 shall apply.
   3. 1. Where more than one appointment is made from the same or supplementary shortlists, the Fee for the second and subsequent appointments will be invoiced at the same full fee rate as the original appointment.
      2. Where a Candidate is introduced by Warren Partners outside a retained assignment, a fee of 30% of the first year's remuneration will be charged.
      3. Where any Candidate introduced by Warren Partners Ltd is rejected by the Client or the Candidate rejects an offer of employment, and the Candidate is subsequently employed by the Client within twelve months of the initial introduction, the Fee is payable in full.
      4. In the event that the Client, having agreed and accepted the proposal, instructs Warren Partners Ltd to proceed but subsequently cancels or materially alters the assignment for any reason at any time prior to or after the submission of the shortlist of candidates to the Client a sum of money equal to the expected value of the Fee, such sum to be determined by Warren Partners Ltd acting reasonably, shall be payable by the Client to Warren Partners Ltd unless Warren Partners Ltd agree otherwise in writing. If during the course of an assignment it is necessary to re-advertise the position, then an additional working fee will be charged. Also, if during the course of an assignment the Specification is changed at the request of the Client an additional working fee will be charged. Any additional working fees shall be determined by Warren Partners Ltd using its sole discretion.
      5. In the event that an internal candidate, or a candidate from another source, is appointed a sum of money equal to the expected value of the Fee, such sum to be determined by Warren Partners Ltd acting reasonably, is payable in full by the Client to Warren Partners Ltd.
   4. The Fee is invoiced in three instalments, the first on the date of receipt of the Client's instruction to proceed with the assignment, the second upon submission to the Client of the shortlist of candidates, and third, subject to 5c(iv) above, on formal acceptance by the successful candidate of the Client's offer of employment.
   5. The invoices for the first two instalments of the Fee are based on Warren Partners Limited's reasonable estimate of the fee at the date the invoices are issued ("the Estimated Fee"). The value of the first invoice is calculated as 1/3 of the Estimated Fee, the value of the second invoice is calculated as 1/3 of the Estimated Fee, and the value of the final invoice is the balance of the Fee due after deduction of the amounts paid by the Client in settlement of the invoices for the first two instalments.
   6. All costs and out of pocket expenses incurred by Warren Partners Ltd in carrying out the assignment shall be billed periodically to the Client and shall be payable by the Client to Warren Partners Ltd, including local and international travel and hotel accommodation, expenditures of consultants and candidates and information sources, international telephone calls, e-mail, fax and courier charges and other directly related costs.
   7. If the assignment is cancelled at any point following instruction to proceed, then 50% of any remaining fees will be deemed payable. The assignment will continue until the position is filled or withdrawn. If, during the course of the assignment, the role specification is altered resulting in further research being undertaken or the position having to be re-advertised, an additional working fee and cost of advertising will be payable

6. Performance Obligations

   Warren Partners shall not commence the provision of selection services or search services until such time as the Client and Warren Partners have agreed the detailed project brief for the assignment to be carried out by Warren Partners Limited on behalf of the Client in writing.

7. The Guarantee of Further Services.

   Warren Partners Ltd recognises that there may be circumstances beyond the Client's control where an engagement is terminated. Warren Partners Ltd is therefore prepared to recommence the assignment in the following circumstances: in the event that any Candidate is engaged by the Client but the Candidate terminates the Engagement within six months of the agreed date upon which the Candidate was due to commence work for the Client, or the Client terminates the engagement within that six month period, and provided that:
   1. the Client notifies Warren Partners Ltd in writing of the termination of the Engagement within thirty days thereof, and
   2. the Client or any subsidiary or associated company of the Client shall not engage the Candidate within twelve months of the termination of the Engagement, and
   3. the termination is not due to redundancy, change of job specification or employment terms, relocation of the employee, or company restructure that could not have reasonably been foreseen by Warren Partners Ltd; and
   4. all monies due from the Client in relation to the Candidate in question and any other Candidate introduced by Warren Partners Ltd to the Client have been paid in accordance with these terms and conditions;
      then Warren Partners Ltd undertakes to submit further candidates at no extra cost to the Client except for additional expenses (which expenses shall in the case of advertising be agreed in advance) until completion of the assignment. In the event of a breach of 7(b) hereof, a fee calculated in accordance with clause 5a is payable in full.

8. Payment

   All invoices from Warren Partners Ltd and SMRS Ltd are subject to VAT and are payable within 14 days of the invoice date. Warren Partners Ltd and SMRS Ltd reserve the right to charge interest from invoice date at 4% above the Co-Operative Bank Base Rate on all invoices not fully settled within the agreed payment terms.

9. References

   Save as provided in Regulations 19 and 22 the Client shall be solely responsible for satisfying itself as to the suitability of any candidates prior to the Engagement of such Candidate by the Client. The Client shall also be responsible for arranging all medical examinations and investigation of each candidate and shall be responsible for obtaining any work and other permits.

10. Limitations of Liability and Indemnity

    1. Warren Partners Ltd shall endeavour to provide services of the highest integrity and quality to the Client but Warren Partners Ltd makes no warranty, express or implied, as to the suitability of any Candidate introduced to the Client.
    2. Warren Partners Ltd shall not be liable to the Client for any loss, liability, damage, costs, claims or expenses whether direct or consequential (including but without limitation any economic loss or other loss of turnover, profits, business or goodwill) suffered or incurred by the Client arising from, or connected with, the provision of the Services or the recruitment or Engagement of any Candidate by the Client howsoever arising.
    3. The Client shall indemnify and keep indemnified Warren Partners Limited from all costs, losses and expenses incurred by Warren Partners Limited (including but not limited to any fines incurred) as a consequence of a breach of the Regulations resulting from any act or omission of the Client.

11. Confidentiality

    1. The Client undertakes to respect the confidentiality of all documentation provided on candidates. The Client hereby indemnifies Warren Partners Ltd against any claim by any Candidate for a breach of its duty of confidentiality that arises as a result of a failure by the Client to maintain the confidentiality of any information supplied by Warren Partners Ltd to the Client.
    2. Subject to 7(b) hereof, in the event that the Client expressly requests Warren Partners Ltd to treat as confidential any information disclosed to Warren Partners Ltd by the Client, Warren Partners Ltd shall use all reasonable endeavours to keep such information confidential.

12. Restrictive Covenant

    Warren Partners Ltd undertakes not to approach a Client's executives with any other career opportunities within the following limitations: for one year following the completion date of the last assignment - all other executives within the division/business unit; unless a specific exception is expressly agreed to in writing by the Client and Warren Partners Ltd. Nothing in this clause [12] shall prevent Warren Partners Limited acting for any candidate who unsolicited, approaches Warren Partners Limited seeking assistance.

13. General

    No variation of these terms shall be binding unless such variation is in writing and signed by a duly authorised signatory for both Warren Partners Ltd and the Client. These Terms and Conditions shall be interpreted in accordance with English Law and the parties agree to submit to the jurisdiction of the English courts.
14. Pursuant to clause 3 and the Contracts (Rights of Third Parties) Act 1999, SMRS Ltd shall be entitled to enforce its rights against the Client further to these Terms and Conditions. No other party who is not a party to the agreement between the Client and Warren Partners Ltd has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.
15. These Terms and Conditions (together with the Proposal) constitute the entire agreement between the parties and supersede any previous agreement or understanding. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law. Save for the provision of Clause 6 of the terms and conditions which shall prevail over any provisions of the Proposal with regard to time for performance in the event that there is a conflict between the provisions of these terms and conditions and the provisions of the Proposal, the provisions of the Proposal shall prevail.
16. Any notice required or permitted to be given by either party hereto to the other under these Terms and Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
17. No failure or delay by either party hereto in exercising any of its rights under the contract between the parties shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the contract between the parties shall be considered as a waiver of any subsequent breach of the same or any other provision
18. If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected.

The Services Schedule

1. Following discussion, investigation and analysis, prepare an assignment brief incorporating a profile of the Client Company and a detailed job description and person specification ("the Specification"). This document establishes the agreed working foundation of the assignment.
2. When advertising, submit draft copy, make media recommendations and arrange insertions of advertisements in appropriate media after approval of copy content and cost estimates by the client.
3. If applicable, carry out the agreed search programme, employing appropriately discreet methods, excluding advertising, to identify and contact individuals whose experience and abilities may meet the person specification.
4. Receive and screen candidates' applications, discuss the Specification with potential candidates and where appropriate conduct interviews to determine their suitability, preparing and submitting reports on candidates recommended for inclusion on the shortlist.
5. Present report and recommendations to the client including suitably documented shortlist of candidates interested in the position and who, in the opinion of the consultant, meet the Specification.
6. Arrange and if required attend final interviews with the client and shortlisted candidates. In all circumstances employers are responsible for ascertaining the suitability of any potential employee.
7. Handle all relevant correspondence and communications up to the point when an offer is made.
8. Maintain contact with the successful candidate until and following commencement of employment.

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