Retained Search

CLIENT: [Client Name]
POSITION(S): [Position(s)]
LOCATION(S): [Location(s)]
ESTIMATED REMUNERATION: [Estimated Remuneration]
AGREED FEE: [XX]% of first-year Total Remuneration
DATE OF INSTRUCTION: [Date]

1. DEFINITIONS

1.1 These Terms of Business (“Terms”) are between MET Recruitment (London) Ltd trading as Imperium Commodity Search (“we”, “us”, “our”), acting as an employment agency, and the Client (“you”, “your”) for the position(s) described in the relevant assignment.

1.2 The following definitions apply:

“Client” means the person, firm or corporate body together with any subsidiary or associated company as defined by the Companies Act 2006 to whom the Job Seeker is introduced.

“Job Seeker” means any person introduced by us to you for an Engagement, including any officer or employee of the Job Seeker if the Job Seeker is a limited company, or any member of our staff.

“Engagement” means the engagement, employment or use of the Job Seeker in any capacity by you or any third party on a permanent, temporary, consultancy, contract or interim basis, whether direct or otherwise.

“Introduction” means either:

(a) our passing to you a curriculum vitae or other information which identifies the Job Seeker and which leads to an Engagement of that Job Seeker; or

(b) your interview of a Job Seeker, whether in person, by video or by telephone, following your instruction to us.

“Remuneration” means the total first-year remuneration package payable or receivable by the Job Seeker, including base salary or fees, guaranteed and/or anticipated bonus, commission, allowances, inducement payments, benefits, car allowance or company car value and all other payments and taxable, and where applicable non-taxable, emoluments.

“Total Remuneration” means the total first-year Remuneration used to calculate our fee.

1.3 Unless the context requires otherwise, words in the singular include the plural and vice versa.

1.4 Headings are for convenience only and do not affect interpretation.

2. THE CONTRACT

2.1 These Terms constitute the entire agreement between us and you for the assignment described above.

2.2 These Terms are deemed accepted by you on the earliest of:

• signing these Terms;

• instructing us to commence work, including by email;

• receiving candidate information from us;

• interviewing or engaging any Job Seeker introduced by us;

• passing candidate information to any third party following an Introduction; or

• payment of a Stage 1 Retainer invoice in accordance with clause 4.

2.3 These Terms prevail over any other terms of business or purchase conditions put forward by you unless expressly agreed in writing and signed by one of our directors.

2.4 No variation to these Terms is valid unless agreed in writing by both parties.

2.5 These Terms apply only to the search assignment for the relevant position(s) and override our standard terms for that assignment only.

3. INTRODUCTION, OWNERSHIP AND EXCLUSIVITY

3.1 Exclusivity. This retained search assignment is strictly exclusive to Imperium Commodity Search for the position(s) specified in the assignment.

3.2 Routing of candidates. All advertising and promotional campaigns, if any, will be co-owned and managed with applications directed through us for screening.

3.3 Third-party introductions. If you receive details of a candidate from any other source during this assignment, other than candidates evidenced as direct from your own network, you agree to:

• notify us immediately; and

• provide us with their details so that the candidate may be screened and managed within the assignment.

3.4 Non-circumvention. You must not pass candidate information introduced by us to any third party, including group companies, affiliates, joint venture partners, clients, suppliers or other recruiters, without our prior written consent. If you do so and an Engagement results, our fee remains payable in full.

3.5 Prior knowledge / prior introduction. If you claim that you already knew a Job Seeker prior to our Introduction, you must notify us in writing within 5 business days of receiving the Job Seeker’s details from us, providing evidence of prior contact within the preceding 12 months. If you do not notify us within this period, the Job Seeker will be deemed introduced by us.

You agree to keep accurate records of interview dates and interactions with any Job Seeker introduced by us and provide these on request.

4. FEES AND PAYMENT TERMS

4.1 In consideration of our services, you agree to pay a fee equal to the Agreed Fee Percentage of [XX]% of the Job Seeker’s first-year Total Remuneration, subject to the staged payment structure below.

SINGLE ROLE – ONE HIRE

Stage 1 – Retainer

4.2.1 A retainer equal to one-third (1/3) of the Agreed Fee Percentage, applied to the estimated first-year Total Remuneration, is payable upon agreement of the assignment and invoiced immediately.

4.2.2 Stage 1 is non-refundable.

Stage 2 – Completion Fee

4.2.3 The remaining two-thirds (2/3) of the Agreed Fee Percentage, applied to the confirmed first-year Total Remuneration, is payable upon the Job Seeker commencing their employment or Engagement with you.

4.2.4 Where the final Total Remuneration differs from the estimate used for Stage 1, any resulting adjustment shall be added to or deducted from the Stage 2 invoice so that the total professional fee reflects the Agreed Fee Percentage of the actual Total Remuneration.

MULTIPLE ROLES – MULTI-HIRE ASSIGNMENT

4.2.5 Where we are instructed to work on two or more roles concurrently under the same retained assignment, Stage 1 shall be invoiced once only and shall remain held on account until completion of the assignment.

4.2.6 For each successful hire made under a multi-hire assignment, a completion fee equal to the full Agreed Fee Percentage of [XX]% of the confirmed first-year Total Remuneration for that individual hire shall become payable upon commencement.

4.2.7 The Stage 1 Retainer shall remain held on account throughout the multi-hire assignment and shall be credited in full against the completion fee invoice for the final successful hire under the assignment. Until that time, Stage 1 shall remain non-refundable.

Payment Terms

4.3.1 Stage 1 invoices are payable upon receipt.

4.3.2 Stage 2 and completion fee invoices are payable within 14 days of the invoice date.

4.3.3 VAT will be charged in addition where applicable.

4.4 Notification obligation. You agree to notify us immediately:

(a) of any offer you make to a Job Seeker introduced by us; and

(b) once the offer has been accepted, including full details of the Total Remuneration.

4.5 Late payment. We reserve our statutory right to charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 and associated regulations where payment is not made in accordance with these Terms.

Fee Trigger Period

4.6 A fee in accordance with clause 4.1 shall be payable where an Engagement occurs because of, or resulting from, an Introduction by or through us, whether direct or indirect, at any time within 12 months of the later of:

(a) the date of our Introduction of the Job Seeker; or

(b) the date of the most recent communication, interview, meeting or other interaction between you, or any person acting on your behalf, and the Job Seeker arising from or connected with that Introduction.

For the avoidance of doubt, “interaction” includes, without limitation, emails, telephone calls, video calls, meetings, interviews, assessment processes, offer discussions, negotiations or any other hiring-related communication.

Where any pre-identified notice period or enforceable non-compete restriction applies to the Job Seeker, such period shall be added to the above period.

Short-Term Engagements

4.7 Where an Engagement is expected to last for less than 6 months, a separate fee will be agreed in writing before the Introduction.

You must notify us of any extension of the short-term Engagement and pay any additional fee agreed or calculated pro rata.

If you subsequently engage or re-engage the Job Seeker within 12 months of termination of the Engagement or withdrawal of an offer, a full fee calculated in accordance with clause 4.1 shall become payable, with no entitlement to any refund.

Where Remuneration Is Not Known

4.8 If an annual Total Remuneration figure cannot be determined at the outset, a mutually agreed fee basis will be confirmed in writing before an Introduction is made.

If Total Remuneration remains unascertainable, we will calculate the applicable fee by reference to a reasonable market level for comparable positions, having regard to information supplied by you and information reasonably obtained through our market mapping, candidate benchmarking and search process.

5. SUSPENSION, TERMINATION AND CLIENT RESPONSIVENESS

5.1 We will continue the search assignment until a successful appointment is secured, subject to the Client’s reasonable cooperation, responsiveness and adherence to the agreed search parameters.

5.2 A successful appointment means a Job Seeker introduced by us accepting your offer and commencing the Engagement, or being ready, willing and able to commence where commencement is delayed by you.

5.3 If you terminate or suspend an assignment:

5.3.1 Before candidate profiles have been submitted. No further professional fee shall be payable beyond Stage 1.

5.3.2 After candidate profiles have been submitted. We shall be entitled to invoice 50% of the expected completion-stage fee which would otherwise have become payable for the relevant search.

For the purposes of calculating that fee, the expected Total Remuneration shall be based upon the higher of:

(a) the Estimated Remuneration stated or agreed at the outset of the assignment; or

(b) the revised estimated remuneration for the role as reasonably determined by us during the search process, having regard to information obtained through market mapping, candidate benchmarking, compensation information and discussions with prospective candidates.

Where the revised estimate more accurately reflects the prevailing market conditions for the role, that revised estimate shall apply.

5.3.3 Non-responsiveness. If you are non-responsive to reasonable communications for a period of more than six weeks following submission of candidate profiles, without justifiable cause, the search shall be deemed suspended and clause 5.3.2 shall apply.

5.3.4 Market exhaustion. Where both parties agree that the relevant market has been comprehensively searched without a successful appointment being made, we shall be entitled to invoice 75% of the expected completion-stage professional fee, calculated using the methodology in clause 5.3.2.

5.3.5 Failure to make reasonable offers. Where, on more than one occasion during the assignment, the Client makes an offer of employment or Engagement to a Job Seeker introduced by us on terms which are materially inconsistent with the information, guidance, recommendations or market intelligence provided by us during the search process, and which we have advised are unlikely to be accepted by the relevant Job Seeker, we may suspend the assignment upon written notice.

Following such suspension, the parties shall review the role requirements, remuneration package, candidate expectations and other relevant hiring parameters.

If the parties are unable to agree revised parameters which, in our reasonable opinion, provide a realistic prospect of successfully completing the assignment, we reserve the right to terminate the assignment and clause 5.3.2 shall apply.

5.4 Termination or suspension of an assignment does not affect our rights in respect of any Job Seeker already introduced. Those rights shall continue in accordance with clause 4.6.

6. REPLACEMENT GUARANTEE – 12 MONTHS

6.1 Stage 1 is non-refundable.

6.2 A 12-month replacement guarantee applies to a successful hire, subject to the conditions below.

6.3 If the Job Seeker’s Engagement terminates within 12 months of the agreed start date, we will undertake one replacement search for the same role at no additional professional search fee.

6.4 To qualify for the replacement guarantee:

• all Stage 2 or completion fees must have been paid in full within the applicable payment terms;

• you must notify us in writing within 7 days of termination of the Engagement; and

• you must have complied with these Terms and not be in breach of any payment or other material obligation.

6.5 The replacement guarantee shall not apply where termination or resignation results from:

• redundancy, restructuring, merger, acquisition or elimination of the role;

• a material change in role scope, reporting line, location, remuneration, working pattern or seniority from the agreed brief;

• misconduct, discrimination, harassment, an unsafe workplace, non-payment of salary or fees, or another breach by you;

• the Job Seeker refusing to commence due to changes introduced after acceptance of the offer; or

• any circumstance outside our reasonable control.

7. OTHER EXPENSES

7.1 In addition to the professional fees referred to in clause 4, any extraordinary costs, including campaign advertising, travel, accommodation and subsistence, shall be charged to you only where agreed with you in advance.

8. INFORMATION TO BE PROVIDED BY THE CLIENT

8.1 To enable us to comply with our obligations under these Terms, you agree to provide accurate details of the position(s), including:

• duties, location, working hours and reporting line;

• required experience, training, qualifications and authorisations;

• known health and safety risks and steps taken to prevent or control them;

• required commencement date and anticipated duration;

• remuneration, benefits, expenses and payment arrangements; and

• notice periods applicable to the role.

8.2 You must notify us in writing as soon as reasonably possible of any material change to the information provided under clause 8.1.

8.3 Where a material change is significant enough to require a substantial restart of the search process, an additional Stage 1 Retainer may become payable before the revised search recommences.

9. SUITABILITY AND CLIENT RESPONSIBILITY

9.1 We will take reasonable steps to establish the suitability of Job Seekers introduced by us, including:

• confirming identity and right to work where applicable;

• obtaining confirmation of relevant experience, training and qualifications; and

• confirming willingness to work in the relevant position.

9.2 Where information is not provided in writing at the time of Introduction, we will confirm such information by the end of the third business day following the Introduction, excluding weekends and public holidays, unless the Job Seeker has worked in the same position within the previous five business days and the information has already been provided.

9.3 Notwithstanding the above, you remain responsible for satisfying yourself as to the suitability of Job Seekers, including taking up references, verifying qualifications, obtaining any required work or other permits, arranging medical examinations where appropriate and ensuring compliance with applicable legal and regulatory requirements in the jurisdiction of employment.

10. CONFIDENTIALITY AND DATA PROTECTION

10.1 Confidentiality. Each party shall keep confidential all information received from the other party in connection with the assignment, including candidate information, business plans, pricing, hiring strategies and commercial terms, and shall not disclose such information except where required by law or with prior written consent.

10.2 Data protection. Both parties shall comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018 where applicable.

You acknowledge that we process personal data for recruitment purposes and agree to handle candidate personal data securely and lawfully.

10.3 You must not retain, share or process candidate personal data other than for the purpose of assessing the candidate for the position(s) covered by the assignment, except with our prior written consent or where otherwise permitted by law.

11. LIABILITY

11.1 We shall not be liable for any loss, expense, damage, delay, costs or compensation, whether direct, indirect or consequential, arising from or connected with:

• us seeking a Job Seeker for you;

• any Introduction to or Engagement of any Job Seeker; or

• any failure to introduce a Job Seeker.

11.2 Nothing in these Terms excludes or limits liability for death or personal injury arising from our negligence, fraud, or any other liability which cannot lawfully be excluded or limited.

12. GOVERNING LAW AND SEVERABILITY

12.1 These Terms are governed by the laws of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales.

12.2 If any provision of these Terms is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.