Retained Executive Search & Recruitment – Terms & Conditions

A fee structure which ensures we perform for you.

Younion is a relationship-driven and results-focused business; we have an innovative fee structure to reflect this. It’s geared towards us delivering successful outcomes to every client assignment, every time.

Open, honest and reasonable.

Our terms of business are an integral part of every brief and can be tailored to suit particular circumstances.

We create long-term, mutually successful relationships with our clients.

As such, we always seek to agree a fee structure that provides a fair exchange of rewards and results.

1. Definitions and Interpretation

In this Contract, the following definitions apply:

“Candidate/s” means any person/s who we Introduce to you;

“Commencement Date” means the date that you sign the Contract or the date you tell us to begin the Services,

“Engagement, Engaged” means your employment, hire or other use, directly or indirectly, of a Candidate or the employment, hire or other use, directly or indirectly, of a Candidate;

“Fees” means the fees (net of taxes) payable for the Services pursuant to the clauses of this Contract, collectively referred to as the Search Fee, Shortlist Fee and Success Fee and any other fees payable in accordance with this Contract;

“Instruction” means the instruction given (whether verbally or in writing) by the Client to the Company requesting the Company to carry out the Services;

“Introduce, Introduction, Introducing” means the details of a Candidate presented to you by us, regardless of whether you already knew the Candidate or not;

“Proposal” means the specific details applicable to the Services as agreed in writing between the Parties;

“Remuneration” means the sum of all or any of the Candidate’s gross remuneration, additional guaranteed bonus, or commission, dividends, allowances, share options, shares or equity (valued at a reasonable estimate of their market value on receipt), pension contributions, benefits in kind, introductory payments and relocation expenses/allowances in the first 12 months of the Engagement;

“Service/s” means either: (i) you engaging us to carry out an executive search on a retained basis to Introduce Candidate/s to you; and/or (ii) us Introducing a Candidate/s to you on a speculative basis, both of which are carried out under the terms of this Contract;

“Start Date” means the date that a Candidate begins their Engagement with you;

“We, us, our, the Company” means Younion Consulting Limited: registered in England and Wales under company number 11401404; registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ; and

“You, your, the Client” means the person or entity to whom we provide the Services under this Contract.

2. Recruitment Services

2.1. We specialise in the search for candidates for employers. We are retained to provide these Services in accordance with the terms of this Contract and warrant to provide these using reasonable skill and care.

2.2. We might also Introduce Candidate/s to you from time to time on a speculative basis under these terms;

2.3. If any Candidate we Introduce to you is Engaged by you, you effectively agree to be bound by this Contract.

2.4. The Company acts as an employment agency (as defined in Section 13(2) of the Employment Agencies Act 1973) when Introducing Candidates to the Client for Engagement.

2.5. We will carry out Services for you in consideration of you paying the Fees, subject to the terms of this Contract.

3. Notification & Fees

3.1. Retained: If you engage us to carry out Services on a retained basis to Introduce Candidates to you, the Fees will be payable in instalments as follows:

3.1.1. Search Fee: 10% of the anticipated Remuneration, payable on the Commencement Date

3.1.2. Shortlist Fee: 11% of the anticipated Remuneration, payable on the date you agree to interview a Candidate; and

3.1.3. Success Fee: the difference between: (i) the sum of the Search Fee and the Shortlist Fee; and (ii) 33% of the Remuneration of the Engaged Candidate, payable on their acceptance of the Engagement.

3.2. Speculative: If we Introduce a Candidate to you on a speculative basis, the Fees for the Services are 30% of the Candidate’s Remuneration, payable on acceptance of the Engagement by the successful Candidate.

3.3. You undertake to notify us in writing immediately when you make an offer of Engagement to a Candidate which has been accepted, verbally or otherwise and provide us with full details of the Engagement, Remuneration and Start Date.

3.4. Where the precise Remuneration is not known, for the purposes of Fees, we will estimate the Remuneration taking into account the market rate level of remuneration applicable for the relevant position, current market conditions and any information supplied by the Candidate and/or the Client. Should the precise Remuneration become known to us prior to the Candidate’s commencement of the Engagement, the Fees will be based on the actual Remuneration and any necessary adjustments will be made.

3.5. If you refer any Candidate we Introduce to you to another person, entity or other third party who engages the Candidate for work, the Fees will be payable by you in full on the date of acceptance of the Engagement with the third party by the Candidate.

3.6. If any Candidate we Introduce to you is Engaged on a fixed-term contract of 6 months or less, the Fees will be half of what they would have been if the Candidate had been Engaged for 12 months and remunerated accordingly. If the Candidate is Engaged on a fixed-term contract of between 6 and 11 months, the Fees will be calculated on a pro-rata basis of what it would have been if the Candidate had been Engaged for 12 months and remunerated accordingly.

3.7. If you have retained us to provide our Services to you, in the event you instruct us to suspend or end our Services after the Commencement Date for reasons beyond our control, we reserve the right to charge a sum equal to the difference between: (i) any Fees already paid; and (ii) 33% of the anticipated Remuneration.

3.8. In the case of any additional Engagement of a Candidate made as a result of you engaging us to carry out an executive search on a retained basis to Introduce Candidates to you, the additional Fees will be calculated at a rate of 30% of the Remuneration of the successful Candidate. The Fees will be due in full upon acceptance by the successful Candidate of your offer of Engagement.

3.9. The Fees will become payable in the event of any Engagement of a Candidate within 24 months of us Introducing that Candidate to you.

3.10. In addition to the Fees, you shall pay us any such expenses as may have been agreed between us.

3.11. You are responsible for all agreed expenses (between you and the Candidates) incurred by the Candidates in connection with the interview with you; we can facilitate the reimbursement process if you wish us to.

3.12. If a Candidate Introduced by us is rejected by you at any stage, or the Candidate rejects an offer made by you, and the Candidate is subsequently engaged or employed by you in any capacity whatsoever, within 24 months of the rejection, including when a Candidate is re-introduced from another source, the Client shall be liable to pay the Company’s Fees in full as calculated above.

3.13. If you have retained us and your retained search criteria change after the Commencement Date to the point that we need to start a new search, then we may charge Fees as if it were a new Instruction. Any fees already incurred will not be applicable towards the new Instruction.

3.14. If, after a period of 60 days and the presentation of one or more qualified shortlists you have still not reached a hiring decision, we reserve the right to terminate the Service and charge the remaining balance of Fees.

3.15. If more than one agency submits details of the same Candidate to you, then: (i) if we are engaged as the exclusive agent for the Services, we will be deemed to have made the Introduction to you; or (ii) if we are not engaged as the exclusive agent for the Services, the agency which first submitted the details will be deemed to have introduced the Candidate to you. No subsequent submission of the same Candidate’s details will be deemed a valid Introduction.

3.16. All Fees and any other charges payable under this Contract are calculated in £GBP irrespective of the currency in which Remuneration is expressed and are exclusive of any applicable VAT or other taxes. Where applicable, the exchange rate used to calculate the Fees will be taken from the issue of the Financial Times as at the date the Fees become due. Fees shall be paid in full on the date on which they fall due without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

4. Payment

4.1. Our invoices are payable within 7 days from the date of invoice. Fees are non-refundable (subject to clause 5 of this Contract) and are subject to VAT at the prevailing rate.

4.2. If any sums aren’t paid on time, we reserve the right to charge interest at the rate of 5% a year above the Bank of England’s base rate as at the due date of the invoice. Interest will accrue daily on all sums outstanding from the due date of the invoice until payment is received in full.

5. Satisfaction Guarantee & Fee Repayments

5.1. If a Candidate is Engaged and the Candidate fails to start on the Start Date, a replacement Candidate will immediately be sought by us unless directed by you otherwise, in which case 100% of the Success Fee will be repaid to you.

5.2. Should the Engagement of a successful Candidate end within the first 101 days from the commencement date of the Engagement for any lawful reason save redundancy or reorganisation of the Client’s business and provided that:

5.2.1. the Company has received payment of its Fees within fourteen (14) days from receipt of the invoice;

5.2.2. the Client did not employ or engage the Candidate with the intention or likelihood of terminating their engagement or employment or dispensing with the Candidate’s services without proper cause or with a view to obtaining unfairly from the Company a refund;

5.2.3. the Client shall have duly honoured all obligations made to the Candidate at the time of the Engagement;

5.2.4 the Company is notified within 14 days from the date of termination of the Engagement; and

5.2.5. the Candidate is not employed or engaged by a third party pursuant to our Introduction of them to you.

Then, you may either:

(i) direct us to search for a replacement, which we will provide at no additional charge, save for if there is a material increase in the Remuneration of the replacement Candidate, in which case a supplementary Success Fee would become payable in line with the difference between Remunerations;

or:

(ii) direct us to repay part of the Success Fee to you in the event of a Resignation or Termination between:

0-21 days from the Start Date: 100% of the Success Fee;

22-41 days from the Start Date: 75% of the Success Fee;

42-62 days from the Start Date: 50% of the Success Fee; and

63-101 days from the Start Date: 25% of the Success Fee.

6. Suitability, References, Responsibilities and Liabilities

6.1. We endeavour to ensure the suitability of any Candidate Introduced to you by obtaining confirmation of the Candidate’s identity; that the Candidate has the experience, training, qualifications and any authorisation which the Client considers necessary or which may be required by law or by any professional body; and that the Candidate is willing to work to work in the position which you seek to fill.

6.2. Notwithstanding this, unless agreed to the contrary, you will be responsible for verifying the accuracy of a Candidate’s qualifications and CV, a Candidate’s suitability for the position offered, and the capability and integrity of the Candidate.

6.3. Similarly, unless agreed otherwise, you will be responsible for obtaining references for the Candidate and to ensure they satisfy any medical or other requirements, whether required by you or by law.

6.4. All Candidate Introductions are confidential; you and we will both use our best endeavours to uphold this.

6.5. We can’t accept any responsibility or any liability for any losses or issues arising from the Introduction of any Candidate; nor can we accept any responsibility or any liability for any losses or issues arising (whether for you or any third party) directly or indirectly from any act or omission of the Engaged Candidate.

7. Legal Compliance

7.1. Both you and we will comply with all applicable anti-slavery and human trafficking laws and regulations in force from time to time, including the Modern Slavery Act 2015.

7.2. Both you and we will comply with all applicable anti-bribery and anti-corruption laws and regulations in force from time to time, including the Bribery Act 2010.

7.3. Both you and we are Data Controllers (as defined in the United Kingdom General Data Protection Regulation, Retained Regulation (EU) 2016/679 (the “UK GDPR”) in our own right and will comply with the provisions of the Data Protection Act 2018 and the UK GDPR when receiving and processing relevant data.

8. Termination

This Contract may be terminated by either party on 14 days’ written notice.

9. Variation

9.1. No change to this Contract will be valid unless confirmed in writing by one of our directors.

9.2. We reserve the right to change or amend these terms and conditions at any time.

10. Boilerplate

10.1. Any waiver by us of any breach of these terms and conditions by you won’t be considered a waiver of any further breach of the same or any other term.

10.2. If any term of these terms and conditions is held by any competent authority to be invalid, unlawful or unenforceable, either in whole or in part, that term (or part of it) will be severed from the Contract and the validity of the rest of the Contract will not be affected. You and we will use our reasonable endeavours to agree an equivalent but valid replacement term.

10.3. This Contract is governed by the law of England and Wales. The courts of England and Wales will have exclusive jurisdiction regarding any claim in connection with this Contract.

11. Other Terms

In the event this Contract results in any commercial transactions because of an Introduction, our Business Introducer Terms and Conditions will take immediate effect and apply to that commercial transaction.

 

These Recruitment Terms and Conditions are effective from 15 September 2023 and supersede all previous versions of recruitment terms and conditions of Younion Consulting Limited.

If you would like to find out more about how we might agree terms in relation to you and your business, please contact our Managing Director, Simon Mackfall: simon.mackfall@younion.co.uk

You can call us now on +44 (0)1565 757 785.