Terms and Conditions of Business (“Terms”)

These Terms are for a candidate search assignment (an “Assignment”)  by Teare Executive  Search Ltd (registered in England and Wales with number 12587619) whose business address is at Booths Hall, Chelford Road, Knutsford, Cheshire, WA16 8GS.

(“Teare”) on behalf of the organisation stated in the Proposal (the “Client”) which, for the purposes of these Terms shall include any individual, firm or corporate body together with any subsidiary or associated company (as defined by the Companies Act 2006). The Client agrees that these Terms contain the entire agreement between the parties and shall prevail over any other terms of business or purchase put forward by the Client. By accepting the introduction of Candidates from Teare or Engaging a Candidate or the passing of any information about a Candidate to a third party following an introduction, the Client shall be deemed to accept these Terms in full. No variation or alteration to these Terms shall be valid unless agreed in writing and signed by duly authorised signatories of  the parties.

 1. Agreement: The Client has requested Teare  to source and introduce candidate(s) (“Candidate(s)”) to the Client. The Client appoints Teare for each Assignment exclusively meaning that the Client shall not appoint any third party to source Candidates nor source any Candidates itself. All Candidates shall be referred to Teare.

2. Fee: Teare’s standard fee is 30% of the Candidate’s annual total remuneration which shall include, without limitation, base salary, bonus, commission, profit related pay, service fees, car allowances, signing on payment and other payments (“Fee”) which shall be charged unless otherwise set out in the Proposal. Teare’s minimum fee payable is £21,000 unless agreed otherwise in the Proposal for an individual Assignment. Where more than one appointment is made from the same or supplementary short list(s) produced by Teare, the Fee for the second and subsequent appointments will be invoiced at 20% of the Candidate’s annual total remuneration. All sums payable under these Terms are exclusive of VAT or other relevant sales taxes which shall be charged at the prevailing rate. All costs and out of pocket expenses incurred by Teare shall be invoiced and payable at cost by the Client.

3. Payment:  (a) One third of the Fee shall be invoiced on the earlier of signing these Terms and commencement of an Assignment; (b) One third of the Fee shall be invoiced on submission to the Client of a short list of Candidates; and (c) the remaining third of the Fee shall be invoiced on the earlier of (i) the date of acceptance by the Candidate of its Engagement or (ii) the date the Client withdraws a previously made offer of Engagement to the Candidate.  All invoices shall be payable within 14 days of the date of the invoice. For the  purposes of  paragraph (a) above where the  precise figures are not known in advance, the Fee will be estimated based on existing market conditions and similar positions available. The final instalment of the Fee payable under paragraph (c) above will be based on the precise figures and any necessary adjustments will be made.

In the event the Client instructs Teare to proceed on an Assignment but subsequently cancels the search for a Candidate for any reason at any time then the next instalment (being the next third) of the Fee, as set out above, becomes payable in full.

In the event the Client changes the terms of any Assignment then Teare reserves the right to charge an additional reasonable fee (over and above the Fee) which is proportionate to the additional work required.

“Engagement” means the employment or use, directly or indirectly, of the Candidate by the Client or any subsidiary or associated company of the Client (as defined in the Companies Act 2006) on a temporary or permanent basis, whether under an employment contract, contract for services, agency, franchise, partnership, licence, or any other engagement by  which the Candidate receives money or rewards in return for services performed and “Engage” and “Engaging” shall be construed accordingly.

If the Client fails to pay Teare on time, all payments due under the Terms shall become payable immediately and, subject to Teare providing a further 7 days’ written notice, Teare may: (a) charge the Client interest at the maximum rate permitted by law; (b) claim fixed sum compensation from the Client as permitted by law to cover Teare’s credit control costs; (c) charge a late payment charge amounting to 5% of the invoice to cover management time and administration costs; and (d) recover the cost of taking legal action to enforce the Client to pay.

4. Candidates: (a) Teare shall take reasonable steps to ensure that the Candidates are suitable to the Client’s specifications including assisting where possible with any additional information required by the Client. The Client shall be responsible for obtaining references, ensuring the validity of a Candidate’s references relating to their qualifications, skills, character and experience or ensuring any legal and medical requirements necessary for carrying out the role or obtaining necessary work permits have been met. (b) Without prejudice to clause 10, Teare shall not be liable for any loss, costs or damages arising from any negligence, dishonesty, misconduct or lack of skill of any Candidate introduced by Teare to the Client. The Client acknowledges that the Client alone is responsible for the suitability of any Candidate for the role the Client intends to fill in any Assignment.   (c) The Client agrees to inform Teare immediately upon signing these Terms if any potential Candidates are known to the Client and/or have already shown an interest in the position(s) prior to signing these Terms, otherwise any Candidate Engaged by the Client shall trigger the payment of the Fee irrespective of whether the Candidate is already known to the Client (directly or indirectly).

5. Introduction:  Teare will introduce Candidates to the Client by forwarding the curriculum vitae of the Candidate to the Client (whether as part of a short list or otherwise) and fielding any additional reasonable enquiries that the Client may have in respect of the Candidate.  For the avoidance of doubt the Client agrees not to make any direct contact with a Candidate outside of any interview until such time as it has formally agreed to Engage the Candidate.  Teare reserves the right to represent the Candidate for a period of 18 months from the date of submitting the Candidate’s curriculum vitae to  the  Client. The Fee shall  be  payable where (a) the Candidate is Engaged as a consequence of or resulting from an introduction by or through Teare, whether direct or indirect, within 18 months from the date of commencement of any Assignment; (b) any Assignment expires or is terminated and the Client Engages a Candidate within 18 months of such termination or expiration; or (c) the Client passes the details of the Candidate onto a third party who then Engages the Candidate within 18 months from the date of commencement of any Assignment.

6. Client Engagement:  The Client shall advise Teare as soon as it has determined that it wishes to Engage a Candidate. Teare and the Client shall then agree all personal and contractual terms for the Candidate.  Once agreed the Client shall provide Teare with a copy of the offer letter of Engagement to the Candidate and, if relevant, the contract of employment.

7. Refund: If the Engagement of the Candidate is terminated within 6 months from the date of commencement Teare will offer a free replacement on the Candidate provided that (a) the Client notifies Teare in writing the reasons for termination within 7 days of termination; (b) the Candidate has not been dismissed for reasons of redundancy, restructuring, change in management or change in job specification or description; and (c) the Client has paid the Fee to Teare and all other sums owed or owing to Teare have been paid in full.  In the event the Candidate is re-engaged by the Client within 12 months of termination then Teare shall be entitled to render a further invoice for the original Fee less any sums refunded and the Client agrees to pay the same immediately upon receipt of an invoice.

8. Confidentiality: All information provided to the Client relating to a Candidate is strictly confidential and shall not be used for any purpose other than assessing their suitability for their Engagement. The Client agrees not to divulge any such information (nor any confidential information of Teare) to any third party.

9. Data Protection: The Client shall comply with all the obligations imposed on a controller under the UK Data Protection Legislation in  relation to  the  Shared Personal Data, including the following:

(a)      to  ensure  that  it  has  all  necessary  notices  and consents in place to enable the lawful processing of the Shared Personal Data for the Purpose;

(b)   to  process  the  Shared  Personal  Data  only  for  the

Purpose;

(c)   not to disclose or allow access to the Shared Personal

Data to any third party;

(d)   to ensure that it has in place appropriate technical and organisational measures, reviewed to protect against unauthorised or unlawful processing of the Shared Personal

Data and against accidental loss or destruction of, or damage to, the Shared Personal Data.

(e)   not to transfer any Shared Personal Data outside the EEA.

The Client shall assist Teare in complying with all applicable requirements of the UK Data Protection Legislation in relation to the Shared Personal Data. In particular, the Client shall:

(i)    assist Teare, in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;

(ii)   notify Teare without undue delay on becoming aware of any breach of the UK Data Protection Legislation;

(iii)  use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers; and

(iv) maintain  complete  and  accurate  records  and information to demonstrate its compliance with this clause 9.

For the purposes of this clause 9:

“Purpose” means the evaluation of a Candidate to fulfil a role set out in an Assignment;

“Shared Personal Data” means the information set out in the Candidate’s curriculum vitae including, without limitation, their name, age, sex, contact details, academic and professional qualifications together with Teare’s feedback on the Candidate; and

“UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by  Directive 2009/136/EC) and the  Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

The Client hereby indemnifies Teare and holds it harmless against any and all losses, damages, claims, fines and/or penalties incurred by Teare resulting from a breach by the Client of this clause 9.

10. Liability: (a) In no event will Teare be liable for loss of profits, business, revenue, goodwill or anticipated savings, damage to reputation or any special, indirect or consequential loss, whether in contract, tort (including negligence) or otherwise regardless of whether Teare knew or had reason to know of the possibility of the same.  (b) Teare’s liability to the Client in respect of all causes of action in contract, tort (including negligence) or otherwise under, in connection with or, arising out of, these Terms shall not exceed the Fee. (c) Teare does not limit or exclude its liability for fraudulent misrepresentation, for death or personal injury caused by Teare’s negligence or for any other liability the exclusion or limitation of which is prohibited by English law. (d) Teare shall carry out the Assignment with reasonable skill and care and all  warranties, conditions and other terms implied by law are, to the fullest extent permissible, excluded from these Terms.

11. Governing Law: (a) These Terms are governed by the law of England and Wales and the parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales (including for any non-contractual claims. (b) Nothing shall limit Teare’s right to take proceedings against the Client in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude Teare from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.