1. DEFINITIONS
1.1. In these Terms of Business the following definitions apply:
“Applicant” means the person introduced by the Agency to the Client for an Engagement including any
officer or employee of the Applicant if the Applicant is a limited company and members of the Agency’s own
staff;
“Client” means the person; firm or corporate body together with any subsidiary or associated Company as
defined by the Companies Act 1985 to which the Applicant is introduced;
“Agency” means Bigblue Search Ltd of Mitre House, 12-14 Mitre Street, London, EC3A 5BU
“Engagement” means the engagement, employment or use of the Applicant by the Client or any third party
on a permanent or temporary basis, whether under a contract of service or for services; under an agency,
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 (i) the Client’s interview of an Applicant in person or by telephone, following the
Client’s instruction to the Agency to search for an Applicant; or (ii) the passing to the Client of a curriculum
vitae or information which identifies the Applicant; and which leads to an Engagement of that Applicant;
“Remuneration” includes base salary or fees, guaranteed and/or anticipated bonus and commission
earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable
(and, where applicable, non-taxable) emoluments payable to or receivable by the Applicant for services
rendered to or on behalf of the Client. Where the Client provides a company car, a notional amount will be
added to the salary in order to calculate the Agency’s fee.
1.2. Unless the context requires otherwise, references to the singular include the plural.
1.3. The headings contained in these Terms of Business are for convenience only and do not affect their
interpretation.
2. THE CONTRACT
2.1. These Terms constitute the contract between the Agency and the Client and are deemed to be accepted by
the Client by virtue of an Introduction to, or the Engagement of an Applicant or the passing of any information
about the Applicant to any third party following an Introduction.
2.2. These terms contain the entire agreement between the parties and unless otherwise agreed in writing by Piers
Michell, these Terms of Business prevail over any other terms of business or purchase conditions put forward
by the Client.
2.3. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between
the Agency and the Client and are set out in writing and a copy of the varied terms are given to the Client
stating the date on or after which such varied terms shall apply.
3. NOTIFICATION AND FEES
3.1. The Client agrees:
a) to notify the Agency immediately of any offer of an Engagement which it makes to the Applicant;
b) to notify the Agency immediately that its offer of an Engagement to the Applicant has been accepted and to
provide details of the Remuneration to the Agency; and
c) to pay the Agency’s fee within 14 days of the date of invoice.
3.2. Except in the circumstances set out in clause 5.1 below, no fee is incurred by the Client until the Applicant
commences the Engagement or the Applicant accepts the offer of the Engagement whether such an offer
shall be conditional or not when the Agency will render an invoice to the Client for its fees.
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3.3. The Agency reserves the right to charge interest on invoiced amounts unpaid for more than 14 days at the
rate of 8% per annum above the base rate at that time of the Bank of England from the due date until the date
of payment.
3.4. The fee payable to the Agency by the Client for an Introduction resulting in an Engagement is 25% for the
Remuneration applicable during the first 12 months of the Engagement. VAT will be charged on the fee if
applicable.
3.5. In the event that the Engagement is for a fixed term of less than 12 months, the fee in clause 3.4 will apply
pro-rata. If the Engagement is extended beyond the initial fixed-term or if the Client re-engages the Applicant
within 12 calendar months from the date of termination of the first Engagement the Client shall be liable to pay
a further fee based on the additional Remuneration applicable for the period of Engagement following the
initial fixed term up to the termination of the second Engagement or the first anniversary of its commencement,
whichever is the sooner.
3.6. If the Client subsequently engages or re-engages the Applicant within the period of 12 calendar months from
the date of termination of the Engagement or withdrawal of the offer, a full fee calculated in accordance with
clause 3.4 above becomes payable.
4. REFUNDS
4.1. In order to qualify for the following refund, the Client must pay the Agency’s fee within 14 days of the date of
invoice and must notify the Agency in writing of the termination of the Engagement within 7 days of its
termination.
4.2. If the Engagement terminates before the expiry of 12 weeks from the commencement of the Engagement
(except where the Applicant is made redundant) the fee will be refunded in accordance with the accompanying
Scale of Refund set out below. The following scale of refund only applies in the event that the Client complies
with the provisions of clause 3.1 of these Terms of Business.
4.3. Where the Applicant leaves during the first 12 weeks of the Engagement, a partial refund of the introduction
fee shall be paid to the Client in accordance with the scale set out in the Scale of Refund, subject to the
conditions in clause 4.1.
Scale of Refund:
Week in which the Applicant Leaves % of introduction fee refunded
1 – 4 75%
5 – 8 50%
9 – 12 25%
4.4. There will be no refund where the Applicant leaves during or after the 13th week of the Engagement.
4.5. In circumstances where clause 3.6 applies the full fee stated in clause 3.4 is payable and there shall be no
entitlement to a refund.
5. INTRODUCTIONS
5.1. Introductions of Applicants are confidential. The disclosure by the Client to a third party of any details
regarding an Applicant introduced by the Agency which results in an Engagement with that third party within
12 months of the Introduction renders the Client liable to payment of the Agency’s fee as set out in clause 3.4
with no entitlement to any refund.
5.2. An introduction fee calculated in accordance with clause 3.4 will be charged in relation to any Applicant
engaged as a consequence of or resulting from an introduction by or through the Agency, whether direct or
indirect, within 12 months from the date of the Agency’s Introduction.
5.3. Where the amount of the actual Remuneration is not known the Agency will charge a fee calculated in
accordance with clause 3.4 on the minimum level of remuneration applicable for the position in which the
Applicant has been engaged with regard to any information supplied to the Agency by the Client and/or
comparable positions in the market generally for such positions.
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6. SUITABILITY AND REFERENCES
6.1. The Agency endeavours to ensure the suitability of any Applicant introduced to the Client by obtaining
confirmation of the Applicant’s identity; that the Applicant 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 Applicant is willing to work to work in the position which the Client seeks to fill.
6.2. At the same time as proposing an Applicant to the Client the Agency shall inform the Client of such matters in
clause 6.1 as they have obtained confirmation of. Where such information is not given in paper form or by
electronic means it shall be confirmed by such means by the end of the third business day (excluding
Saturday, Sunday and any public or Bank holiday) following save where the Applicant is being proposed for a
position which is the same as one in which the Applicant has worked within the previous five business days
and such information has already been given to the Client.
6.3. The Agency 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 which the Client seeks to fill.
6.4. The Agency endeavours to take all such steps as are reasonably practicable to ensure that it would not be
detrimental to the interests of either the Client or the Applicant for the Applicant to work in the position which
the Client seeks to fill.
6.5. Notwithstanding clauses 6.1, 6.2, 6.3 and 6.4 above the Client shall satisfy itself as to the suitability of the
Applicant and the Client shall take up any references provided by the Applicant to it or the Agency before
engaging such 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 the 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.
6.6. To enable the Agency to comply with its obligations under clauses 6.1, 6.2, 6.3 and 6.4 above the Client
undertakes to provide to the Agency details of the position which the Client seeks to fill, including the type of
work that the Applicant would be required to do; the location and hours of work; the experience, training,
qualifications and any authorisation which the Client considers necessary or which are required by law or any
professional body for the Applicant to possess in order to work in the position; and any risks to health or 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 the Client requires the Applicant to commence, the duration or likely duration
of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered; the
intervals of payment of remuneration and the length of notice that the Applicant would be entitled to give and
receive to terminate the employment with the Client.
7. LIABILITY
The Agency shall not be liable under any circumstances for any loss, expense, damage, delay, costs or
compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising
from or in any way connected with the Agency seeking an Applicant for the Client or from the Introduction to or
Engagement of any Applicant by the Client or from the failure of the Agency to introduce any Applicant. For the
avoidance of doubt, the Agency does not exclude liability for death or personal injury arising from its own
negligence.
8. LAW
These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts
of England & Wales