Terms of Business

Rare Executives Limited 

Permanent Recruitment Services
These Terms of Business apply between Rare Executives Limited ("Rare Executives") and the Client in relation to the introduction of Candidates for permanent employment or engagement.

1. INTRODUCTION OF CANDIDATES
Rare Executives will introduce Candidates to the Client for potential employment or engagement.

If the Client or any Associated Company employs or engages a Candidate introduced by Rare Executives, the fees set out below shall become payable in accordance with these Terms.

2. FEES
Rare Executives' fees are calculated as a percentage of the Candidate's total first-year guaranteed compensation.

First-year compensation includes, without limitation:

- Base salary
- Guaranteed bonus
- Sign-on bonus
- Guaranteed commission
- Guaranteed allowances
- Guaranteed equity or cash awards (where capable of valuation)
- Any other guaranteed remuneration payable during the Candidate's first twelve (12) months of employment.

Fee Structure

Minimum professional fee per Candidate: £20,000

Administration fee per Candidate: £2,500

All fees are exclusive of VAT and any other applicable taxes.

3. EFFECTIVE CAUSE
Rare Executives shall be entitled to its fee where the employment or engagement of a Candidate is the effective result of an introduction, recommendation or recruitment services provided by Rare Executives.

A fee shall remain payable irrespective of whether:
- Rare Executives participated in every stage of the recruitment process;
- another recruiter subsequently becomes involved;
- the Client or Candidate temporarily suspends discussions before recommencing them;
- the Candidate is employed under a different job title, reporting line or remuneration package;
- the Candidate is engaged as an employee, consultant, contractor, advisor, interim executive or in any other capacity.

The Client acknowledges that Rare Executives shall remain the effective cause of the introduction unless the Client can clearly demonstrate otherwise.

4. PAYMENT TERMS
Invoices become payable within thirty (30) days of the Candidate's commencement of employment or engagement.

5. INTRODUCTION PERIOD
A fee shall become payable where a Candidate introduced by Rare Executives is employed or engaged by the Client or any Associated Company within twelve (12) months of:

- the original introduction;
- the latest communication regarding the Candidate;
- any interview;
- any meeting;
- any exchange of Candidate information facilitated by Rare Executives,
whichever occurs last.

6. ASSOCIATED COMPANIES
A fee shall also become payable where the Candidate is employed or engaged by:

- the Client;
- any parent company;
- any subsidiary;
- any affiliate;
- any associated company;
- any successor company;
- any company acquiring all or part of the Client's business.

7. CONFIDENTIALITY
All Candidate information supplied by Rare Executives is confidential.

The Client agrees that such information:

- shall only be used for evaluating the Candidate;
- shall not be disclosed to any third party without Rare Executives' prior written consent;
- shall not be used for any purpose other than recruitment.

8. NON-CIRCUMVENTION
The Client agrees not to avoid or attempt to avoid payment of Rare Executives' fees by introducing, referring or engaging a Candidate through another individual, company or intermediary following an introduction by Rare Executives.

Where a Candidate introduced by Rare Executives is employed or engaged, whether directly or indirectly, these Terms shall continue to apply.

9. REPLACEMENT GUARANTEE
Should the Candidate voluntarily resign or have their employment terminated for performance reasons within ninety (90) days of commencing employment, Rare Executives will undertake one replacement search at no additional professional fee.

This guarantee applies provided:

- the original invoice has been paid in full;
- Rare Executives is notified within fourteen (14) days of the Candidate's departure;
- the role and remuneration remain substantially unchanged.

10. ACCEPTANCE OF THESE TERMS
These Terms shall be deemed accepted by the Client upon the earliest of:

a) signature of these Terms;
b) written acceptance of these Terms;
c) requesting additional information regarding a Candidate;
d) receipt or retention of Candidate information supplied by Rare Executives;
e) requesting an interview with a Candidate;
f) interviewing a Candidate introduced by Rare Executives;
g) forwarding Candidate information internally within the Client's organisation;
h) employing or engaging a Candidate introduced by Rare Executives; or
i) continuing to participate in the recruitment process following receipt of these Terms.

11. LATE PAYMENT
Any overdue invoice shall accrue interest at the statutory rate applicable under the laws of England and Wales.

Rare Executives reserves the right to suspend all recruitment services until all outstanding invoices have been paid in full.

12. RECOVERY OF COSTS
The Client agrees to indemnify Rare Executives against all reasonable legal costs, court fees, debt recovery costs, collection charges and other professional expenses reasonably incurred in recovering any unpaid fees, interest or other sums due under these Terms.

13. GOVERNING LAW
These Terms shall be governed by and construed in accordance with the laws of England and Wales.

The Courts of England and Wales shall have exclusive jurisdiction.

14. ENTIRE AGREEMENT
These Terms constitute the entire agreement between the parties relating to the introduction of Candidates and supersede all prior discussions, negotiations, correspondence and understandings concerning such introductions.