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TERMS OF BUSINESS

Effective from 1st July 2011 (amended 17th July 2013 superseding all previous versions)

These Terms of Business are deemed accepted by the Client by virtue of an interview or other meeting with the Client and the Candidate (or the Clients appointed agent or representative) when affected by Euro Select Consultants Ltd.

 
A. DEFINITIONS

" agreed fee" means –

a) in the case of permanent staff, appointed through advertising assignment or contingency, a fee calculated according to the following table and based on the first year's basic and / or guaranteed salary.

minimum fee £3000 + VAT
Up to £19,999 20% + VAT
£20,000 to £39,999 25% + VAT
£40,000 + 30% + VAT
 

b) Where an engagement is undertaken on an arrangement that is not permanent, full time, or salaried the fee shall be calculated on a pro rata basis or a fixed fee of £3000 + VAT shall apply, whichever is greater 

c) In the case of Search Assignments the fee is 33% of the total first year's remuneration package.  One third of the fee based on the anticipated starting salary is invoiced upon acceptance of the assignment and payable immediately.  One third is invoiced when an offer of employment is made.  The final third is invoiced upon the candidate’s commencement.  Where the Client terminates or discontinues a Search Assignment Euro Select Consultants Ltd reserves the right to charge for all completed work and expenses.   Stage payments are non refundable. For the avoidance of doubt the guarantee set out in clause C6 below will apply to the final payment only 

"Engage” means:

Retain under a contract of service or contract for services, whether engaged directly or through a third party and irrespective of whether the engagement is permanent, temporary or for a fixed term.

“Interest” means:
A sum calculated from the payment date, calculated on a daily basis at 4% above the prevailing National Westminster Bank Plc rate or pursuant to section 69 of the County Court Act 1984 at 8% per annum, which ever is higher, until full payment is made. 
 
“Candidate” means:
Any potential employee of the Client who is introduced to the Client by Euro Select Consultants Ltd by any of, but not limited to, the following means 
a) Euro Select Consultants Ltd supplying to the Client details of the candidate’s curriculum vitae or other details of the candidate’s work and educational history, irrespective of whether the candidate is named or is partially or incorrectly named;
b) Euro Select Consultants Ltd confirming to the Client by oral or written means the identity of the candidate by name, current employer, employment history or any other means by which the identity of the candidate may be derived.
 
“Client” means:
Any person, firm, company or entity whom or to which Euro Select Consultants Ltd introduces a candidate.
 
“Introduce to” means:
Make aware of, and is irrespective of whether the candidate was already known to the Client, or knows of the Client.  The means by which the introduction is effected is irrelevant.  An introduction shall be deemed to be effective for a period of 12 months from the date of last known contact or the date of the last interview.
 
“Payment date” means:
a)  In the case of Advertising and Search Assignments 7 days from the date of invoice; and
b)  In any other case, 14 days from date of engagement or the date of invoice, whichever is sooner.
 
“Euro Select Consultants Ltd” means:
Euro Select Consultants Ltd Limited, whose registered office address is at 11 Mallard Way, Pride Park, Derby DE24 8GX and whose operating address is at Basepoint Business Centre, Bromsgrove Enterprise Park, Isidore Road, Bromsgrove, Worcestershire, B60 3ET 
 
“Search Assignments” means:
Euro Select Consultants Ltd acting proactively in accordance with the Clients instructions to identify potentially suitable persons in competitor or other companies, and initiate contact with said persons.  Said persons may or may not be known to either Euro Select Consultants Ltd or the client, but may, through further research and or questioning, be deemed appropriate in meeting the key criteria of the brief as specified to Euro Select Consultants Ltd by the client, and as such may be deemed to be a Candidate
 
“Terms” means
These Terms and Conditions of business between Euro Select Consultants Ltd and the Client.
Wherever possible, any variant of the above words shall be interpreted in accordance with the above definitions
 
 
B. BASIS OF CONTRACT
 
1. These terms and conditions of business (“terms”) are between Euro Select Consultants Ltd and any person firm or company to whom or to which the Euro Select Consultants Ltd introduces a candidate. 
2. These terms shall take effect in their entirety in any contract (hereinafter called “Contract”) between Euro Select Consultants Ltd and the Client (to the exclusion of all other terms and conditions (including any terms and conditions which the candidate purports to apply). No variation to these terms shall be binding on Euro Select Consultants Ltd unless in writing and signed by a director of Euro Select Consultants Ltd.
3. The Client agrees that each Contract shall be bound by these terms :-
3.i Where the Client has already received a copy of these terms, upon the Client instructing Euro Select Consultants Ltd verbally or in writing to provide information regarding or effect an introduction to any candidate or potential candidate
3.ii Where the Client has not previously received a copy of these terms, upon receipt of these terms or the introduction of a candidate, whichever is the later.
 
 
C. EURO SELECT CONSULTANTS LTD’S OBLIGATIONS
 
Euro Select Consultants Ltd will use its reasonable endeavours to:
1. Identify one or more candidates for the position the Client wishes to fill;
2. Conduct an initial assessment of a candidate's suitability on behalf of the Client according to the criteria supplied by the Client;
3. Introduce suitable candidates to the Client; and
4. If required, afford facilities for the Client to interview candidates at the offices of Euro Select Consultants Ltd.
5.   Notwithstanding the provision of clause C 1- 4 above, Euro Select Consultants Ltd makes no warranty, either express or implied as to the suitability of any candidate for any position with the Client.  The Client is responsible for making its own assessment of candidates’ qualifications, employment history, experience and suitability for engagement. In addition, the Client is solely responsible for the taking up of references concerning a candidate’s skills, qualifications and general integrity, obtaining work permits and satisfying any medical requirements or qualifications as required by law. Euro Select Consultants Ltd can accept no liability of any kind for any loss or damage to the property, or for any other loss, including without prejudice to the generality of the foregoing loss of profits or for any injury to persons arising directly or indirectly from any act or omission of any applicant introduced by Euro Select Consultants Ltd, even if such act or omission is negligent or fraudulent or reveals dishonesty save that nothing in these terms shall be taken to exclude liability for fraudulent misrepresentation by or on behalf of Euro Select Consultants Ltd or for death or personal injury arising from any act or omission on the part of Euro Select Consultants Ltd.
6 If the candidates' position is terminated by either party within 4 weeks of the date of commencement, subject to the conditions set out in clause 6.ii below, agree to a refund in accordance with the following scale of charges:  
6.i If termination occurs up to 4 weeks from date of commencement, refund 100% of the fee, less an administration fee of £500 plus VAT. 
6.ii. The conditions referred to in clause 6i above are that:
a) The Client paid Euro Select Consultants Ltd's invoice in full on or before the payment due date
b) The Client told Euro Select Consultants Ltd in writing within 7 days of termination of the fact of termination and the reason for it
c) The Client gave Euro Select Consultants Ltd sole opportunity to identify a suitable replacement candidate, and
d) Euro Select Consultants Ltd is unable, within one month, to identify such a replacement.
7. Euro Select Consultants Ltd reserves the right to charge interest on overdue accounts at 4% above base rate of National Westminster Bank Plc or pursuant to Section 69 of the County Court Act 1984 at 8% per annum, whichever is higher until full payment is made.
 
 
D. ADVERTISMENT
 
Where the Client requests Euro Select Consultants Ltd to advertise any engagement opportunity with the Client, the following provisions shall apply:
1. Euro Select Consultants Ltd and the Client shall agree in advance the content of any advertising copy. The Client is solely responsible for the accuracy of any information contained in the copy and shall fully and effectually indemnify Euro Select Consultants Ltd against all costs, claims, demands, liabilities, expenses, damages or losses (including without limitation consequential losses and loss of profit, and all interest, penalties and legal and other professional costs and expenses) arising out of any inaccuracy in the copy or any alleged or actual infringement by the advertisement of any third party’s intellectual property rights.
2. Euro Select Consultants Ltd may require payment for the advertisement in full from the Client in advance of placing the advertisement. In all other cases Euro Select Consultants Ltd may invoice the Client in full for the cost of the advertisement at any time after receiving the clients confirmation of acceptance of the copy and such invoice shall be payable by the Client within 7 days of the invoice date.
3. If the Client wishes to cancel any advertisement prior to the proposed date of publication, it shall notify Euro Select Consultants Ltd to this effect in writing, whereupon Euro Select Consultants Ltd shall endeavour to effect cancellation with the publisher. Euro Select Consultants Ltd accepts no liability whatsoever for any refusal of the publisher to withdraw the proposed advertisement, and the Client shall indemnify Euro Select Consultants Ltd for any costs or fees incurred from the publisher in connection with the cancellation of the advertisement.
4. Euro Select Consultants Ltd cannot and does not accept any liability for any inaccuracy of any published advertisement or failure to publish, or publication at any time other than the agreed time where such inaccuracy, failure or publication does not arise from any wilful or negligent act or default by Euro Select Consultants Ltd or its employees. In such circumstances, Euro Select Consultants Ltd shall, at the expense of the Client, use reasonable endeavours to pursue any remedy against the publisher on behalf of the Client that may be available to Euro Select Consultants Ltd.
 
 
E. CLIENT OBLIGATIONS
The Client will:
 
1.Tell Euro Select Consultants Ltd immediately if the Client engages a candidate and supply to Euro Select Consultants Ltd a copy of all letters containing the terms of the engagement.
2 Pay the agreed fee + VAT on or before the payment due date.
3. In the event that the Client engages a candidate introduced by Euro Select Consultants Ltd and does not advise Euro Select Consultants Ltd, where such an engagement is later found, pay within 3 working days from the date of issue of the invoice and without recourse to the guarantee, a Default Fee of £8,750 + VAT or a fee calculated in accordance with the above scale of charges based on the Candidates known salary requirement, whichever is the higher.
4. In the event that payment is not made on or before the payment date, forfeit any discount and pay interest.
5. Pay any additional costs incurred by Euro Select Consultants Ltd for debt collection arising as a consequence of late or non-payment of our invoice.
6. Keep strictly confidential all information given to the Client by Euro Select Consultants Ltd about the candidate. The Client acknowledges that all information which is supplied to it relating to any candidate is likely to be strictly confidential and may include personal data within the meaning of the Data Protection Act 1998. The Client undertakes to treat each candidate’s information in the strictest confidence and undertakes not to disclose any of it or the identity of the candidate to any other person firm or company, except to those principals and employees of the Client to whom disclosure is necessary in considering and progressing any candidate in connection with any proposed engagement by the Client.
7. In the event that the Client passes information about the candidate to a third party, leading to the engagement of the candidate, to the benefit of either the Client or the third party, the Client will pay the agreed fee, or the penalty fee as described in clause E3 above, whichever is the higher.
8. Take up all and any references necessary as to the candidate's qualifications, capabilities and integrity, medical history and suitability for the Client’s requirements.
9. Obtain any necessary work permit.
10. Pay VAT at the prevailing rate.            
 
F. DECLARATION
 
1. The Contract is governed by English law, and any dispute shall be decided only in an English court.
2. Words implying a particular gender shall include all genders and words implying the singular shall include the plural and vice versa.
3. Neither party shall have any liability for failure or delay in the performance of any of its obligations under any Contract to the extent that such failure or delay is caused by force majeure (meaning war, labour disputes, serious adverse weather, accidents, government actions and any matters which are beyond the reasonable control of the party affected).
4. No variation may be made to these terms without the written agreement of a Director of Euro Select Consultants Ltd Limited. 
5. Where any dispute arises between the parties, the parties shall reasonably endeavour to resolve such dispute in good faith. At any stage of the dispute, either party may serve on the other written notification of the nature of the dispute and request the other to appoint a senior executive officer to endeavour to resolve the dispute.  Within seven days of receipt of such notification the parties shall procure that a senior executive officer from each party shall meet and use their reasonable endeavours to resolve the dispute.
6. No delay or omission on the part of any party to any Contract in exercising any right, power or remedy provided by law or under that Contract or any other documents referred to in it shall impair such right, power or remedy or operate as a waiver thereof. The single or partial exercise of any right, power or remedy provided by law or under any Contract shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
7. A person who is not a party to the contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions but this does not affect any right or remedy of a third party which exists or is available apart from that Act).
8. Save as expressly provided herein, the rights, powers and remedies provided in any Contract are cumulative and not exclusive of any rights, powers and remedies provided by law.