1. DEFINITIONS
1.1 In these Terms of Business the following definitions apply:
“Candidate” means the person introduced by the Company to the Client for an Engagement including any members of the Company’s own staff;
“Client2 means the person, firm or corporate body together with any subsidiary or associated company as defined by the Companies Act 1985 to whom the Candidate is introduced;
“Company” means TMS Search & Selection Limited;
“Engagement” means the engagement, employment or use of the Candidate by the Client on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licensee, franchise or partnership agreement; or any other engagement;
“Introduction” means the Client’s interview of an Candidate in person or by telephone, following the Client’s instruction to the Company to search for an Candidate; or the passing to the Client of a curriculum vitae or other information which identifies the Candidate and which leads to an Engagement of that Candidate by the Client;
“Salary” means gross basic salary;
1.2 References to the singular include the plural and references to the masculine include the feminine and vice versa where the context requires it.
1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.
2. THE CONTRACT
2.1 These Terms of Business are deemed to be accepted by the Client by virtue of an Introduction to, or the Engagement of a Candidate.
2.2 Unless otherwise agreed in writing by a representative of the Company, these Terms of Business shall prevail over any other terms of business or purchase conditions put forward by the Client.
2.3 No variation or alteration of these Terms of Business shall be valid unless approved in writing by a representative of the Company.
3. NOTIFICATION AND FEES
3.1 The Client agrees:
a) to notify the Company immediately of any offer of an Engagement which it makes to the Candidate.
b) to notify the Company that its offer of an Engagement to the Candidate has been accepted and to provide details of the Salary to the Company; and
c) to pay the Company’s fee within 7 OR 30 days of the date of invoice whichever is agreed.
3.2 No placement fee is incurred by the Client until the Candidate commences the Engagement when the Company will render an invoice to the Client for its fees. However, please refer to Special Terms 5.1
3.3 The fee payable to the Company by the Client for an Introduction resulting in an Engagement is either a fixed fee (agreed at the start of assignment) or fixed percentage (20% of Annual Salary) calculated on the Salary applicable during the first 12 months of the Engagement. VAT will be charged on the fee if applicable.
3.4 Advertised & Executive Searches are charged at normal terms of business (as in 3.3) plus media costs. We can often obtain substantial discounts from trade and online media due to our large volume purchasing. We pass these discounts to the Client.
3.5 In the event that the Engagement is for a fixed term of less than 12 months, the fee will be pro-rated. If the Engagement is extended beyond the initial fixed term or if the Client re-engages the Candidate within 3 months of the termination of the first Engagement the Client shall be liable to pay a further fee based on the additional Salary applicable for the period of Engagement following the initial fixed term up to the termination of the second Engagement or the first anniversary of its commencement, whichever is the sooner. In addition to such fees all advertising costs & expenses will be invoiced direct to the Client where applicable and are payable immediately.
3.6 We would ask that all candidates (including any introduced by client staff, other agency sources, client own advertising, direct approaches, referrals, etc) are routed through TMS Search in order that they are treated fairly and equally.
3.7 In the unlikely event an assignment is cancelled, filled by an internal candidate or directly sourced/introduced candidate, we will invoice 30% of the anticipated placement fee to cover our costs.
4. REFUND GUARANTEES
4.1 In order to qualify for the following guarantees, the Client must pay the Company’s fee within 30 days of the date of invoice and must notify the Company in writing of the termination of the Engagement within 7 days of its termination.
4.2 If the Engagement terminates before the expiry of 13 weeks from the commencement of the Engagement (except where the Candidate is made redundant) we will provide a replacement candidate free of charge or a 100% fee refund.
5. SPECIAL TERMS
5.1 in the unlikely event an assignment is cancelled, filled by an internal or directly introduced candidate we will invoice 30% of the anticipated placement fee to cover our costs. 5.2 up fronts fees paid by the client will be deducted from any eventual placement fee but are non-refundable.
5.2 up fronts fees paid by the client will be deducted from any eventual placement fee but are non-refundable.
6. INTRODUCTIONS
6.1 Introductions of Candidates are confidential. The disclosure by the Client to a third party of any details regarding an Candidate introduced by the Company which results in an Engagement with that third party within 6 months of the Introduction renders the Client liable to payment of the Company’s fee as set out in clause 3.3 with no entitlement to any refund.
6.2 An introduction fee calculated in accordance with Clause 3.3 will be charged in relation to any Candidate engaged as a consequence of or resulting from an introduction by or through the Company, whether direct or indirect, within 12 months from the date of Company’s introduction.
6.3 We always endeavour to ensure the suitability of all Candidates introduced to our Clients. Notwithstanding this we would recommend you satisfy yourself as to the suitability of Candidates, including proof of identity and qualifications. However, we’d be happy to confirm these details for you if you’d like us to – please advise.
7. SUITABILITY
7.1 The Company endeavours to ensure the suitability of any Candidate introduced to the Client. Notwithstanding this the Client shall satisfy itself as to the suitability of the Candidate and shall take up any references provided by the Candidate and/or the Company before engaging such Candidate. The Client shall be responsible for obtaining work and other permits if required, for the arrangement of medical examinations and/or investigations into the medical history of any Candidate, and satisfying any medical and other requirements or qualifications required by law of the country in which the Candidate is engaged to work.
8. LIABILITY
8.1 The Company 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 Company seeking an Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client or from the failure of the Company to introduce any Candidate. For the avoidance of doubt the Company does not exclude liability for death or personal injury arising from its own negligence.
9. LAW
9.1 These Terms are governed by English Law and are subject to the exclusive jurisdiction of the English Courts.