Permanent Terms and Conditions - U.S.A.

Client terms of business for the introduction of permanent staff

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;

    “Client” means, the person; firm, partnership, corporation, LLC, LLP, or other business entity together with any subsidiary or affiliate to which the Applicant is introduced;

    “Agency” means Strategic People Ltd, Suite C1 Conway House, Ackhurst Business Park, Chorley, PR7 1NY, UK;

    “Engagement” means the hiring or engagement of the Applicant by the Client or any third party;

    “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 resume or information which identifies the Applicant; and which leads to an Engagement of that Applicant;

    “Remuneration” includes the total compensation package that will be paid to or received by the Applicant for services rendered to or on behalf of the Client for the twelve month period following the Engagement, including base salary, guaranteed and/or anticipated bonus and commission earnings, accrued vacation, sign-on bonuses, relocation assistance, moving expenses, benefits, vehicle allowance and the benefit of a company car. Where the Client provides a company car, a notional amount of $5,000 will be added to the salary in order to calculate the Agency’s Introduction Fee.

  • 1.2. 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. NOTIFICATION AND FEES

  • 2.1. The Client agrees to notify the Agency immediately of any offer of an Engagement which it makes to the Applicant, 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.
  • 2.2. Upon the Applicant’s commencement of the Engagement when the Agency will render an invoice to the Client for its fees. The Client shall pay the Agency’s Introduction Fee within 30 days of the date of invoice.
  • 2.3. The fee payable to the Agency by the Client for an Introduction resulting in an Engagement shall be calculated as 35% of the Applicant’s Remuneration (the “Introduction Fee”).
  • 2.4. If the Client engages or re-engages the Applicant within the period of 12 calendar months from the date of Introduction, termination of the Engagement or withdrawal of an offer, a full Introduction Fee becomes payable.
  • 2.5. The Agency reserves the right to charge interest on invoiced amounts unpaid for more than 30 days at the rate of 8% per annum above the Wall Street Journal Prime Rate from the due date until the date of payment.

3. REFUNDS

  • 3.1. In order to qualify for the following refund, the Client must pay the Agency’s Introduction Fee.
  • 3.2. If the Engagement terminates before the expiration of 8 weeks from the commencement of the Engagement (except where the Applicant is made redundant) the Introduction Fee will be refunded in accordance with the following Scale of Refund;
    Week in which applicant leaves 1 2 3 4 5 6 7 8
    % Introduction Fee refunded 100% 75% 60% 50% 40% 30% 20% 10%

4. INTRODUCTIONS

  • 4.1. 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 Introduction Fee with no entitlement to any refund.
  • 4.2. Where the amount of the actual Remuneration is not known the Agency will charge an Introduction Fee 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.

5. LIABILITY

  • 5.1. 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.
  • 5.2. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provisions in this Agreement, the Agency where it has prevailed in such dispute shall be entitled to recover from the Client all fees, costs and expenses of enforcing any right of the Agency under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

6. LAW AND JURISDICTION

  • 6.1. This Agreement is governed by the laws of the United States and State of Texas without regard to such state’s choice of law provisions. Any disputes arising out of or relating to this Agreement must be brought in a state or federal court of competent jurisdiction (in the Southern District of Texas located in Houston, Texas) or, if subject matter jurisdiction exists, by the United States federal courts.