Candidate Introductions

1. DEFINITIONS

1.1 Recipient

“Recipient” means the company, organisation or individual to whom Imperium makes an Introduction.

1.2 Introduced Person

“Introduced Person” means any individual whose identity, profile or sufficient identifying information is disclosed by Imperium to the Recipient.

1.3 Introduction

“Introduction” means the disclosure by Imperium, whether verbally, electronically or in writing, of the name, CV, résumé, LinkedIn profile, employment history, contact details or other information sufficient to identify an Introduced Person.

An Introduction also includes the arrangement by Imperium of an interview, meeting, telephone call, video call or other communication between the Recipient and an Introduced Person.

1.4 Associated Party

“Associated Party” means any parent undertaking, subsidiary, affiliate, group company, associated company, joint venture, partner, client or other entity or person connected with the Recipient to whom information concerning an Introduced Person is disclosed directly or indirectly.

1.5 Engagement

“Engagement” means the employment, appointment, engagement or use of an Introduced Person in any capacity, whether directly or indirectly, including as an employee, contractor, consultant, interim executive, adviser, partner, director or through a personal service company or other entity.

1.6 Guaranteed Remuneration

“Guaranteed Remuneration” means the total guaranteed gross remuneration payable to or for the benefit of the Introduced Person during the first 12 months of the Engagement, including fixed/basic salary, guaranteed bonus, guaranteed commission, guaranteed allowances, sign-on payments and any other guaranteed cash remuneration.

2. Application and Acceptance

2.1 These Terms apply only where:

a. no separate retained or engaged search agreement between Imperium and the Recipient governs the relevant Introduction; and
b. these Terms have been provided or made available to the Recipient before Imperium discloses the identity of the Introduced Person.

2.2 Where, after receiving or being provided access to these Terms, the Recipient requests, accepts or agrees to receive identifying information concerning an Introduced Person, the Introduction will be made subject to these Terms.

2.3 These Terms do not create a retained search mandate and do not oblige Imperium to undertake market mapping, headhunting, candidate research or any wider recruitment assignment.

2.4 Imperium retains absolute discretion as to whether it makes any Introduction under these Terms.

3. Confidentiality of Introductions

3.1 All Introductions are made confidentially.

3.2 Information concerning an Introduced Person may only be used by the Recipient for the purpose for which the Introduction was made.

3.3 The Recipient must not forward, disclose, circulate or otherwise make available information concerning an Introduced Person to any Associated Party or other third party without Imperium’s prior written consent.

3.4 Where information concerning an Introduced Person is disclosed by the Recipient to an Associated Party or third party and that disclosure results directly or indirectly in an Engagement, the Recipient will remain liable for the Introduction Fee as though the Recipient had made the Engagement itself.

3.5 The Recipient shall ensure that any Associated Party receiving information concerning an Introduced Person treats that information confidentially.

4. Prior Knowledge

4.1 If the Recipient believes that an Introduced Person was already known to it or was already in active discussions with it concerning a potential Engagement before Imperium’s Introduction, the Recipient must notify Imperium in writing within 5 business days of the Introduction.

4.2 The Recipient shall provide reasonable evidence of substantive direct communication concerning a potential Engagement that took place before Imperium’s Introduction.

4.3 Previous awareness of an individual, possession of historic contact details, a LinkedIn connection, receipt of an historic CV, inclusion within an internal database, or an earlier conversation not relating to a current potential Engagement will not, of itself, constitute an existing active relationship.

4.4 Where no written notification is received within 5 business days, Imperium’s Introduction shall be deemed to have been the effective Introduction for the purposes of these Terms.

5. Engagement Following an Introduction

5.1 If an Introduced Person is Engaged by the Recipient or an Associated Party within 12 months of the date of Imperium’s Introduction, an Introduction Fee will become payable to Imperium.

5.2 The Introduction Fee will apply irrespective of:

a. whether the Engagement is for the role or opportunity originally discussed;
b. whether the Introduced Person is Engaged in a different role, location, business unit, subsidiary, affiliate or group company;
c. whether negotiations subsequently take place directly between the Recipient and the Introduced Person;
d. whether another recruiter, adviser, intermediary or third party subsequently becomes involved;
e. whether the Engagement is structured as employment, consultancy, contracting, advisory work, partnership, directorship or otherwise; or
f. whether the Engagement arises following onward disclosure to an Associated Party.

5.3 An Engagement arising during the 12-month protection period remains subject to these Terms even where the Engagement commences after expiry of that period, provided that an agreement, commitment or acceptance to Engage was made during the 12-month period.

5.4 The commercial substance of an arrangement shall determine whether an Engagement has occurred, rather than the particular contractual or corporate structure used.

6. Introduction Fee

6.1 Where an Engagement occurs pursuant to clause 5, the Recipient shall pay Imperium an Introduction Fee equal to:

35% of the Introduced Person’s first-year Guaranteed Remuneration

subject to a minimum Introduction Fee of:

£25,000 or the equivalent in the currency in which the Introduced Person is remunerated.

6.2 Where the precise Guaranteed Remuneration is not known to Imperium, Imperium may calculate the Introduction Fee using a reasonable estimate of remuneration appropriate to the role, seniority, location and relevant market.

6.3 Where an Engagement is structured on a day rate, monthly consultancy fee, commission-only arrangement or other non-salaried basis, the Introduction Fee shall be calculated using the reasonably anticipated gross remuneration payable during the first 12 months of the Engagement.

6.4 Where remuneration is denominated in a currency other than pounds sterling, the minimum fee shall be calculated using a reasonable prevailing exchange rate at the date of invoice.

6.5 All fees are exclusive of VAT and any other applicable sales, withholding or similar tax.

6.6 No replacement, rebate, refund or other guarantee applies to an Introduction Fee unless expressly agreed otherwise in writing by Imperium.

6.7 The Introduction Fee reflects the commercial value of the Introduction only and does not include a market-mapping exercise, broader headhunt campaign, shortlist or obligation to provide alternative candidates.

7. Conversion to a Retained Search

7.1 Following an Introduction, the Recipient may request that Imperium undertake a wider or dedicated search.

7.2 Any such search shall only commence once the parties have entered into a separate Retained Search Agreement or other written search engagement.

7.3 Where a separate Retained Search Agreement is entered into, the parties may expressly agree in writing that the Engagement of the Introduced Person will thereafter be governed by that agreement.

7.4 Unless expressly agreed otherwise in writing, entering into discussions concerning a wider search does not vary, waive or extinguish any rights or fees arising under these Terms.

8. Payment

8.1 The Introduction Fee becomes due when the Recipient or an Associated Party enters into a binding agreement, contract or other commitment to Engage the Introduced Person.

8.2 Imperium will issue an invoice at that point.

8.3 Invoices are payable within 14 days of the invoice date unless otherwise agreed in writing.

8.4 The Recipient shall notify Imperium promptly once an Engagement has been agreed and shall provide sufficient remuneration information to enable the Introduction Fee to be calculated.

8.5 Failure by the Recipient to provide remuneration information shall not prevent Imperium from invoicing a reasonable estimated fee pursuant to clauses 6.2 and 6.3.

9. No Search Mandate Created

9.1 An Introduction made under these Terms does not constitute the commencement of a retained or engaged search.

9.2 Imperium is under no obligation to:

a. undertake market mapping;
b. identify or approach additional candidates;
c. provide a shortlist;
d. benchmark the Introduced Person against alternative profiles;
e. manage a wider recruitment campaign; or
f. continue providing recruitment services following the Introduction.

9.3 If the Recipient wishes to instruct Imperium to undertake a dedicated search, the parties must enter into a separate Retained Search Agreement or other written engagement.

10. Candidate Information

10.1 Candidate information is supplied in good faith on the basis of information provided by the Introduced Person and other sources reasonably available to Imperium.

10.2 The Recipient remains responsible for satisfying itself as to the suitability, qualifications, references, experience, immigration status, regulatory status and any other requirements relevant to an Engagement.

10.3 Imperium gives no warranty as to the accuracy or completeness of information supplied by or concerning an Introduced Person.

10.4 The Recipient must process all personal data concerning an Introduced Person in accordance with applicable data-protection legislation.

11. Non-Circumvention

11.1 The Recipient must not take any action intended to avoid or circumvent payment of the Introduction Fee.

11.2 This includes, without limitation:

a. engaging the Introduced Person through an Associated Party;
b. engaging the Introduced Person through an intermediary or consultancy;
c. arranging for the Introduced Person to contract through a personal service company;
d. changing the nature or title of the role;
e. delaying commencement of the Engagement; or
f. structuring the arrangement in another form designed to avoid application of these Terms.

11.3 Where an Engagement occurs as a consequence of Imperium’s Introduction, the commercial substance of the arrangement rather than its legal form shall determine whether the Introduction Fee is payable.

12. No Waiver

12.1 A failure or delay by Imperium to exercise any right under these Terms shall not constitute a waiver of that right.

12.2 Any waiver must be expressly agreed in writing by an authorised representative of Imperium.

13. Variations

13.1 No variation of these Terms will be effective unless agreed in writing by an authorised representative of Imperium.

13.2 Any bespoke written agreement expressly agreed between Imperium and the Recipient shall take precedence over these Terms to the extent of any inconsistency.

14. Severability

14.1 If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision shall be treated as modified to the minimum extent necessary to make it valid and enforceable.

14.2 The validity and enforceability of the remaining provisions shall not be affected.

15. Governing Law and Jurisdiction

15.1 These Terms and any dispute, claim or non-contractual obligation arising out of or in connection with them shall be governed by the laws of England and Wales.

15.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.