Terms of Business
1.Definitions
In this Agreement (unless the context requires otherwise):
“The Company” means Stratbridge Ltd, incorporated in England and Wales under company number 13734497, whose registered office is at 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX.
“The Client” means the party named as the Client in the executed agreement.
“Candidate” means the person Introduced by the Company to the Client for an engagement including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company, any member or employee of the Candidate if the Candidate is a limited liability partnership, and members of the Company’s staff.
“Introduction” or “Introduce” means the submission of any candidate’s Curriculum Vitae (CV) or other professional profile to the Client by the Company via email or through a proprietary or third-party Applicant Tracking System (ATS). This encompasses candidates who have not been previously acquainted with or engaged by the Client, or with whom the Client has had no interaction within the preceding 6 months (from the date of CV submission).
“Employment” or “Employ” means the employment or use, whether under a contract for service or services, or an agency, consultancy, licensee, franchise, LLP or partnership agreement of an individual, applicant, or candidate submitted as an Introduction by the Company.
“Recruiting Fee” means the fee due under this Agreement for the Employment of a candidate submitted as an Introduction by the Company.
“Start Date” means when a candidate begins employment with the Client.
The Client accepts this Agreement by virtue of the Employment of an individual, applicant, or candidate submitted by the Company as an Introduction.
2.Purpose
This Agreement aims to structure a collaborative, long-term partnership to provide recruitment services, talent advisory and introduce Candidates for Employment by the Client. Both parties enter this Agreement to act in good faith and deal fairly with the other party, supporting this aim.
3.The Company agrees to
Introduce suitable candidates for consideration to the Client. The Company will Introduce suitable candidates to the Client for consideration based upon the mandate, position or positions the Client seeks to fill. The Client understands that the Company makes no promise or guarantee regarding the quantity or quality of the candidates to be referred under this Agreement. Although the Company attempts to ensure the suitability of all candidates presented to the Client for consideration, the Client is responsible for determining the appropriateness of each candidate, including performing background investigations, checking references, examining work permits, medical compliance and adhering to all other legal employment requirements. The Client shall have the sole and absolute discretion to elect to Employ a candidate referred by the Company and accepts responsibility for the decision to hire.
Guarantee of service. Where the Client qualifies for a rebate under clause 3c, and the engagement of the Candidate is terminated by the Client or by the Candidate within the periods specified below, the Client shall be entitled to a rebate of the introduction fee, as follows:
| Employment duration | Discount against Recruiting Fee |
|---|---|
| 0 weeks to less than 4 weeks | 100% |
| 4 weeks to less than 8 weeks | 50% |
| 8 weeks to less than 12 weeks | 25% |
The following conditions must be met for the Client to qualify for a rebate: (a) the Client must notify the Company that the Candidate’s engagement has ended within 14 days of the engagement ending or within 14 days of notice being given to end the engagement, whichever is earlier; (b) the Candidate’s engagement is not terminated because of redundancy or re-organisation or change in strategy of the Client; (c) the Candidate did not leave the engagement because he or she reasonably believed that the nature of the actual work was substantially different from the information the Client provided before the Candidate accepted the engagement; (d) the Candidate did not leave the engagement as a result of discrimination or other acts against the Candidate; and (e) the Client pays the invoice on time, as stated at clause 4g.
Where the Client re-engages the Candidate either on an employment or indirect basis, any rebate paid to the Client under clause 3b in respect of that Candidate shall be immediately repaid to the Company by the Client.
Respect the confidentiality of the Client. The Company recognises that during the recruitment process it may have access to confidential information about the Client, including information relating to the Client’s business and employees. The Company agrees not to utilise, disclose, or permit access to any aspect or section of the information identified as confidential by the Client to third parties except in the case of prior written consent from the Client.
4.The Client agrees to
Pay the Company a fee calculated under clause 4b where it engages, whether directly or indirectly, any Candidate Introduced by or through the Company within 18 months from the date of the most recent Introduction (by the Company) or interview of the Candidate (by the Client).
The Recruiting Fee shall be 33% of the Candidate’s first-year total earnings, as defined at clause 4c, at all levels of earnings.
“Total earnings” includes all salary, bonus payments (including those that are specifically identified as business or performance dependent; these will be calculated at 100% achievement), sign-on bonus, non-retractable or non-returnable draws and other taxable emoluments payable to or receivable by the candidate for services rendered to or on behalf of the Client.
Team hires. If any team members previously identified by the Company or the Client as potential hires join the Client within 12 months of the Candidate’s start date, an additional fee shall be payable. This fee will be calculated according to the same fee structure applied to the original Candidate, based on the respective salary bands of each additional team member.
The Recruiting Fee is due when a candidate Introduced by the Company, or any member of the Company’s staff, is Employed by the Client directly or by any agency, licensee, franchise, affiliate, associated company, parent organisation, subsidiary organisation or partner associated with the Client. The Client agrees to provide the Company with written confirmation of the candidate’s first-year remuneration or compensation structure, signed by both the Client and Candidate.
Any subsequent submission or Introduction of the candidate to the Client by additional third-party agencies shall not affect the Client’s legal obligation to pay the Recruiting Fee due to the Company under this Agreement.
Invoices will be issued upon the Candidate signing and returning their offer of employment to the Client.
Pay the Recruiting Fee to the Company within 14 days of receipt of the invoice or a Candidate’s start date, whichever comes first. The Company reserves the right to charge a late payment fee of 1% per day for payments received more than 14 days after the invoice due date.
Respect the confidentiality of Introductions. The Client agrees to keep all candidate referrals confidential, not to disclose candidates or referrals to any third party, and further to comply with the provisions of all relevant privacy laws, rules and regulations, including, without limitation, the UK Data Protection Act 2018 and the EU General Data Protection Regulation (Regulation (EU) 2016/679), in receiving and processing personal data of Candidates Introduced by the Company, and will keep such personal data confidential and not divulge personal data to any third party. If the Client discloses a candidate Introduction to a third party and such candidate is hired or Employed by the third party, the Client agrees to pay the Recruiting Fee as set out at clause 4b.
Respect the duration of Introductions. If the Client hires or employs a candidate presented by the Company within 18 months from the date of the most recent Introduction (by the Company) or interview (of the Candidate by the Client), the Client agrees to pay the Recruiting Fee in accordance with clause 4b.
The Client agrees that all information about the role, responsibilities, compensation, and working conditions will be accurate and complete. The Client acknowledges that accurate role representation is essential for candidate retention and reduces the likelihood of premature departures due to discrepancies between the information provided and the actual role. In the event of differences that materially impact the Candidate’s decision to continue in the role, the Company reserves the right to withhold any applicable rebate outlined in clause 3b.
Retained search engagements. Where the parties agree in writing that a position is engaged on a retained basis, the Recruiting Fee for that position shall be 33% of the Candidate’s first-year total earnings (as defined in this Agreement), payable in three equal instalments: one third on engagement of the search (the “Engagement Fee”), invoiced on written confirmation of the retained mandate; one third on presentation of the shortlist; and one third on the Candidate signing and returning their offer of employment.
The Engagement Fee and shortlist instalment are non-refundable but shall be credited in full against the final instalment. Retained positions are engaged on an exclusive basis for the duration of the search. All other provisions of this Agreement, including the guarantee of service and payment terms, apply to retained engagements.
5.Term and Termination
This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by either party upon written notice to the other party; provided, however, that any obligation of the Client to pay Recruiting Fees to the Company shall survive any termination of this Agreement.
6.No Employment Relationship; Indemnification
Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the Company and any candidate. No candidate is a party to this Agreement. The Company hereby disclaims, and the Client holds the Company harmless from, any liability due to the intentional or negligent acts or omissions of any candidate or replacement candidate presented by the Company and Employed by the Client. The Client shall hold the Company and its directors, owners, officers, employees, and agents harmless from all liabilities, losses, damages, payments, costs, or expenses of any kind whatsoever, which may be imposed on, incurred by, or asserted against the Company or such parties as the result of the services provided by the Company under this Agreement. The Client represents and warrants that it will interview and investigate each candidate before hiring the candidate or paying the Recruiting Fee, and will employ each candidate based on the Client’s assessment and due diligence of the candidate.
7.Amendment
An amendment or modification of this Agreement shall be effective once and when it is executed and agreed in writing by both parties.
8.Governing Law; Venue
These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.
9.Notices
Any notice required or permitted to be given by either party under this Agreement shall be in writing and delivered or emailed to the party at the address indicated in the executed agreement. Notices will be deemed effective upon delivery.
10.Entire Agreement
This Agreement contains the whole agreement between the parties. It supersedes all previous agreements or understandings, whether oral or written, and can only be modified in writing, executed and agreed upon by both parties, the Client and the Company.
11.Waiver
No waiver by either party of a breach of any provision of the Agreement shall constitute a waiver of any preceding or succeeding breach of the Agreement.
12.Limitation of Liability
In no event shall the Company be liable to the Client for any loss of profits, costs of procurement of substitute employees or other indirect, incidental, or consequential damages, even if advised of the possibility of such damages. If liability is imposed against the Company notwithstanding the previous sentence, the Company’s liability shall not exceed £1,000 for any claim, whether based on contract, tort, or other legal theory.
13.Counterparts; Email
This Agreement may be executed by email and in counterparts, each of which will be an original, but all counterparts together will constitute one agreement. Notices under this Agreement may be provided in writing, including via email, and are deemed effective upon delivery. Electronic signatures are accepted.
14.Severability
If any provision of this Agreement is found invalid, illegal, or unenforceable, the remaining provisions shall remain fully valid and enforceable as permitted. The parties agree to negotiate in good faith to replace any such provision with a valid one that achieves, to the extent possible, the parties’ original objectives and intentions.
In witness of whom, the parties have executed this Agreement effective as of the Effective Date.
Stratbridge Ltd · Registered in England & Wales, company number 13734497 · 27 Old Gloucester Street, London, WC1N 3AX · info@strat-bridge.com