Terms of Business

Capital Futures Executive Search Limited Terms of Business for The Appointment of Senior Executives to Be Directly Employed by The Client

1. Definitions

In these Terms of Business, the following definitions apply:

“Applicant” means the person introduced by Capital Futures to the Client for an engagement including any officer or employee of the Applicant if the Applicant is a limited company and members of Capital Futures own staff.

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

“Search Company” means Capital Futures Executive Search Limited hereafter referred to as Capital Futures of The Gridiron Building, 1 Pancras Square, N1C 4AG or any other wholly owned subsidiaries.

“Engages” / “Engaged” / “Engagement” means the engagement, employment or use of the Applicant by the Client or any related third party on a permanent or temporary basis, whether under a contract of service or for services; under a search company, licence, franchise or partnership agreement; or any other engagement; directly or through a limited company of which the Applicant is an officer or employee.

“Introduction” means the Client’s interview of an Applicant in person or by telephone, following the Client’s instruction to Capital Futures to search for an Applicant; or the passing to the Client of a Curriculum Vitae or information that identifies the Applicant and leads to an Engagement of the Applicant.

“Total Compensation” includes base salary or fees, guaranteed and/or anticipated bonus, and/or projected commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and where applicable non-taxable) emoluments payable or receivable by the Applicant for services rendered to or on behalf of the Client. Where a client provides a company car, a notional amount of £ 8,000.00 will be added to the Total Compensation in order to calculate Capital Futures fee. Where a car allowance is given, the full amount of that allowance will be added to the Total Compensation in order to calculate Capital Futures fee.

Unless the context requires otherwise, references to the singular include the plural.

The headings contained in these Terms of Business are for convenience only and do not affect their interpretation.

2. The contract

These terms constitute the contract between Capital Futures and the Client and are deemed to have been accepted by the Client by virtue of an Introduction to, or the Engagement of an Applicant or the passing of any information about an Applicant to any third party following an Introduction. These terms contain the entire agreement between the parties and prevail over any other terms of business or purchase conditions put forward by the Client. Variations to these Terms will only be valid if they are agreed in writing between the parties, with a date from which the variations take effect.

3. Notification

The Client agrees:

1. To notify Capital Futures immediately of any offer of an Engagement that it makes to an Applicant.
2. To notify Capital Futures immediately that its offer of an Engagement to the Applicant has been accepted and to provide details of the Remuneration to Capital Futures.
3. To pay Capital Futures their fee within 14 days of the invoice date. Capital Futures reserves the right to charge late payment fees and interest on any accounts that remain outstanding at the rate of 8% above the London Inter-Bank offer rate until the account is settled.

4. Fees

Unless stated otherwise in the SOW document, the fee for retained executive search services is 30% of the applicant’s total compensation during the first 12 months of employment.

5. Cancellation

If the assignment is terminated by the client before its conclusion, a non-refundable cancellation fee is immediately due (equivalent to half of the expected completion fees per hire). The search will be deemed automatically cancelled and the cancellation fee charged if there are no communications or best efforts to progress the search by the client for a continuous four-week period.

6. Free replacement

If the candidate leaves or is terminated within 3 months of commencement of employment, Capital Futures will run a replacement search at no additional cost. Should the replacement candidate subsequently leave the company’s employment, Capital Futures will not be liable to take any further action. Any changes to the fee structure negates these rebate terms, unless approved in writing by a Director of Capital Futures.

If within 6 months of the termination, the Client re-engages the Applicant or introduces them to any other person, firm or company where they are subsequently engaged in a permanent or temporary position, the Client will have to pay Capital Futures the full Introduction Fee.

7. Introductions

Applicant Introductions are confidential. An Introduction fee will be charged in relation to any Applicant Engaged as a consequence of or resulting from an Introduction by or through Capital Futures. The disclosure by the Client to a third party of any details regarding an Applicant introduced by Capital Futures that results in an Engagement with the client or a third party within 12 months of the Introduction renders the Client liable to a payment of a fee to Capital Futures of 30% of the applicant’s total compensation during the first 12 months of employment. Where the total compensation is not known it will be estimated based on available data.

In the event of any employee of Capital Futures with whom the client has had personal dealings accepts an Engagement with the Client within 3 months of Capital Futures employment, the Client shall be liable to pay an Introduction fee of 30% of the employee’s total compensation during the first 12 months of employment.

8. Suitability and references

1. Capital Futures endeavours to ensure the willingness of any Applicant introduced to accept the position the Client wishes to fill and their suitability by obtaining confirmation of the Applicant’s identity, experience, training, qualifications, and professional status as required by law, the Client, or a professional body. When proposing an Applicant to a Client, Capital Futures shall inform the Client of such matters noted above where they have obtained confirmation. If this information is provided verbally, it will be confirmed in written form, either in hard copy or electronically, within 3 working days.
2. Capital Futures endeavours to take all such steps as are reasonably practicable to ensure that the Client and Applicant are aware of any requirements imposed by law or any professional body to enable the Applicant to work in the position that the Client seeks to fill and to ensure that it would not be detrimental to the interests of either party for the Applicant to work in the position the Client seeks to fill.
3. Notwithstanding the above, the Client shall satisfy itself as to the suitability of the Applicant and take up any references provided by the Applicant before engaging the Applicant. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into medical history of any Applicant, and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Applicant is engaged to work.
4. To enable Capital Futures to comply with its obligations under points 1, 2 and 3 above the Client undertakes to provide Capital Futures with details of the position it seeks to fill, the type of work required of the Applicant, its location and hours, the experience, training, qualifications, and any authorisation required by law, the Client or a professional body for the Applicant to possess in order to work in the position and any risks to Health and Safety known to the Client and what steps the Client has taken to prevent or control such risks. In addition, the Client shall provide details of the date of commencement, the likely duration of the work, the remuneration and payment intervals and the notice periods applicable to both parties.

9. Special situations

Where the Applicant is required by law, or any professional body to have any qualifications or authorisations to work in the position that the Client seeks to fill, Capital Futures will take all reasonable steps to obtain and offer to provide copies of any relevant qualifications or authorisations of the Applicant, two references from persons not related to the Applicant who have agreed that the references they provide may be disclosed to the Client and has taken all reasonably practicable steps to confirm that the Applicant is suitable for the position. If Capital Futures is unable to do any of the above it shall inform the Client of the steps it has taken to obtain this information in any event.

10. Liability

Capital Futures shall not be liable under any circumstances for any loss, damage, expense, delay, costs or compensation (whether direct, indirect or consequential) that may be suffered or incurred by the Client arising from or in any way connected with Capital Futures seeking an Applicant for the Client or from the failure of Capital Futures Search to introduce any Applicant. For the avoidance of doubt, Capital Futures does not exclude liability for death or personal injury arising from its own negligence.

11. Data protection

The Client will only use, and process information provided by Capital Futures on Applicants for recruitment purposes and in accordance with UK Data Protection legislation. To improve the service provided and for training purposes, Capital Futures may monitor or record communications (for example, by telephone and e-mail).

12. Alterations

No alterations to these Terms shall have effect unless confirmed in writing by a Director of Capital Futures. These Terms are governed by the law of England, Wales and Scotland and are subject to the exclusive jurisdiction of the Courts of England.