Terms of Business
Recruiting agreement for the introduction of staff to be directly employed by the Client (permanent staff).
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 company that The Company engages with.
“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 own staff
“Introduction” or “Introduce” means the submission of any candidate Curriculum Vitae or other professional profile to the Client by the Company via email, traditional mail or through a proprietary or third-party Applicant Tracking System (ATS).
“Employment” or “Employ” means the employment or use, whether under a contract for service or for services, or under an agency, consultancy, licensee, franchise or, LLP or partnership agreement of an individual, applicant, or candidate submitted as an Introduction by the Company.
“Recruiting Fee” means the fee due pursuant to this Agreement for the Employment of a candidate submitted as an Introduction by the Company.
“Start Date” means the date on which a candidate begins Employment by the Client.
This Agreement is accepted by the Client by virtue of the Employment of an individual, applicant, or candidate submitted as an Introduction by the Company.
2. PURPOSE
This Agreement aims to structure a collaborative, long-term partnership for the provision of recruitment services and Introduction of Candidates for Employment by the Client. Both parties enter into this Agreement with the intention to act in good faith and deal fairly with the other party in support of this aim.
3. The Company agrees to:
a. Introduce suitable candidates to the Client for consideration. 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 as to the quantity or quality of the candidates to be referred pursuant to 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 suitability of each candidate, including performing background investigations, and 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.
b. “Guarantee of service” where the Client qualifies for a rebate in accordance with clause 3.c, and the Engagement of the Candidate is terminated by the Client or by the Candidate within the time periods specified below, the Client shall be entitled to a rebate of the introduction fee if Employment is terminated, as follows:
| Employment Duration | Discount against Recruiting Fee |
| 0 week to less than 4 weeks | 100% |
| 4 weeks to less than 8 weeks | 50% |
| 8 weeks to less than 12 weeks | 25% |
c. The following conditions must be met in order 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 by reason of redundancy or re-organisation or change in strategy of the Client; (c) the Candidate did not leave the Engagement because he/she reasonably believed that the nature of the actual work was substantially different from the information the Client provided prior to the Candidate’s acceptance of 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 below (4e).
d. Where the Client re-engages the Candidate either on an employment or indirect basis, any rebate paid to the Client under clause 3.b in respect of that Candidate, shall be immediately repaid to the Company by the Client.
e. Respect the confidentiality of the Client. The Company recognizes that during the recruitment process it may have access to confidential information pertaining to the Client, including information relating to the Client’s business and employees. The Company agrees not to utilize, 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:
a. The Client shall pay the Company a fee calculated in accordance with clause 4.b where it engages, whether directly or indirectly, any Candidate Introduced by or through the Company within 12 months from the date of the most recent introduction (by the Company) or interview of the Candidate (by the Client).
b.
| Candidate’s first-year total earnings | Percentage Payable as a fee |
| €0 – 200,000 EUR | 33% |
| €200,000+ EUR | 35% |
c. “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.
d. The Recruiting Fee is due when a candidate Introduced by the Company, or any member of the Company’s own staff, is Employed by the Client directly, or by any agency, licensee, franchise, affiliate, associated company, parent organization, subsidiary organization 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(s) or Introduction of the candidate to the Client by additional third-party agencies shall have no effect on the Client’s legal obligation to pay the Recruiting Fee due to the Company under this Agreement.
e. Invoices will be issued upon the Candidate signing and returning their offer of employment to the Client.
f. Pay the Recruiting Fee to the Company within 14 days of receipt of invoice. The Company reserves the right to charge interest at 5% above variable base rate on all payments not received within 30 days of the invoice date.
g. Respect the confidentiality of Introductions. The Client agrees to keep all candidate referrals confidential, and 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 forth herein (4.b).
h. Respect the duration of Introductions. If the Client hires or employs a candidate presented by the Company within 12 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 4b.
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 for any or no reason, upon written notice to the other party; provided, however, that any obligation of the Client to pay Recruiting Fees to the Company pursuant to Paragraph 2 shall survive any termination of this Agreement. Upon termination of this Agreement the Company shall cease presenting candidates to the Client.
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 pursuant to this Agreement. The Client represents and warrants it will interview and investigate each candidate prior to the hiring of the candidate or the payment of the Recruiting Fee and will Employ each candidate based on the Client’s own assessment and due diligence of the candidate.
7. Amendment. No amendment or modification of this Agreement shall be effective unless and until 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 shall be delivered or sent by email to the party at the address indicated below. Notices will be deemed effective upon delivery.
10. Entire Agreement. This Agreement contains the entire agreement between the parties, and supersedes all previous agreements or understanding, whether oral or written, and can only be modified in writing, executed and agreed 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. In the event liability is imposed against the Company notwithstanding the previous sentence, the Company’s liability to the Client, whether based on contract, tort, warranty, or any other theory, shall not exceed one thousand euros (€1,000 EUR).
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 to be invalid, illegal, or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law. The parties agree to negotiate in good faith to replace any such provision with a valid one that achieves, to the extent possible, the original objectives and intentions of the parties.
