In order to be considered eligable for a fee for the introduction of employees to Consulting Point Executive Search and Selection Limited you must agree to our terms of business for recruitment to recruitment services as outlined below (latest revision 2.1 6th January 2020). You must request, review, sign and return the agreement via jennifer.charles@consultingpoint.com before commercing any work. If any changes are agreed, then ONLY our HR Director (Jennifer Charles) can make and agree them.

Below is the current wording of the agreement.

RECRUITMENT TO RECRUITMENT SERVICES AGREEMENT

 This contingent recruitment services agreement (“Agreement”),

is between

All Recruitment to Recruitment businesses wishing to represent potential employees (“The Agency”)

and

Consulting Point Executive Search and Selection Limited, whose principal business address is 70 Queen Victoria Street, London, EC4N 4SJ, United Kingdom (“CP”).

Definitions.  

In this Agreement the following definitions shall apply:  

“The Agency” means the company mentioned above;

“Agreement” means this letter;

"Candidate" means a person introduced by The Agency to CP to be considered for an Engagement;

"Confidential Information" means any information relating to the business and affairs of CP or any of its affiliated companies, including but not limited to CP's operations, plans, know-how, trade secrets, business transactions and information relating to its employees or perspective employees;

"Engagement" means the conclusion of a permanent employment agreement between a Candidate and CP for a definite or indefinite term;

"Introduction" means the provision of the name, contact data and the CV of the Candidate provided by The Agency to CP Recruiting Team via email (or in any other electronic or written form), The Agency has gained the permission from the Candidate to submit her/his CV and details for CP’s vacancy, followed by CP’s feedback that CP has not been in contact with this Candidate during the past 12 months, and the Candidate has not been introduced before by another previously or currently contracted recruitment company during the past 12 months. CP shall provide this feedback to The Agency via email or telephone within 1 week;

“CP Recruiting Team” means one or several representatives (or their replacements) of CP’s local, regional or global recruiting teams in charge of managing the collaboration with The Agency for this particular Agreement.  

Recruitment Services.  

CP hereby engages The Agency for and The Agency hereby agrees to provide to CP recruitment services related to the identification, screening, and placement of multiple consultants (all seniority levels) as permanent employees for CP ("Candidates"). The specific positions for which Candidates are required, and which are to be submitted by The Agency to CP will be set forth on a job description form, as described below. Role title and level of CP’s offer letter may differ depending on the outcome of CP interviews and the profile and qualifications of the Candidate.  

CP will support The Agency throughout the duration of this Agreement as far as possible and suitable in order to enable The Agency to successfully complete its recruitment services. In return, The Agency shall deploy and use its available resources and time in such a way to ensure a professional and effective search management in order to complete the assignment(s) successfully. The Agency will comply with all applicable laws and regulations (and as such laws and regulations may have been amended or may be amended from time in the future) in performing the recruitment services and The Agency’s other obligations pursuant to this Agreement.

The Agreement is non-exclusive and does not constitute a requirements contract. CP is not obligated to maintain any minimum level of business with The Agency and reserves the right to contract with other entities to perform the same or similar services as those offered by The Agency. Nothing contained herein will be construed as restricting CP’s ability to procure services directly for its own account. However, if CP decides to engage other agencies for the same assignment(s), CP will promptly inform The Agency.  

The Agency’s search process for acceptable Candidates may include, without limitation, the following: (i) developing a job requisition form with CP which includes background information on the open position and CP as far as relevant to this position; (ii) conducting relevant candidate market or target companies research to identify and attract  suitable candidates and provide related intelligence to CP; (iii) introducing sufficiently assessed (via interviewing or other suitable assessment forms) and acceptable candidates who meet the position requirements as described in the job requisition form; (iv) verifying Candidate references during the initial screening and interviewing period; and (v) verifying formal references prior to CP’s offer of employment or the Candidate’s acceptance of the offer of employment.  

The Agency will provide the services with due skill and care and shall use its reasonable endeavours to ensure:   The suitability of any Candidate introduced to CP including, by obtaining confirmation of the Candidate's identity and eligibility to work in the country of employment; That the Candidate has the appropriate and necessary experience, training, qualifications and any authorisation which CP considers necessary or which may be required by law or by any professional body; and that the Candidate is willing and able to work in the position which CP seeks to fill.  

All CV submissions for vacancies must be sent in the first instance to the CP Recruiting Team. Any actions that circumvent or attempt to circumvent CP Recruiting Team by submitting CVs in any other way will lead to account termination. In the event of such termination, we shall be under no obligation to pay any Placement Fees in respect of Candidates submitted by The Agency.  

The Agency agrees not to make any commitments or false promises to candidates, regarding interviews, offer letters or any other decision that are up to CP’s discretion.   The Agency agrees to present any information to the candidates, regarding interviews, offers or any other communications concerning CP accurately, fairly and in a timely manner.  

The Agency may not use CP's company name, identity or brand on any of its own websites, marketing collaterals or promotional materials without CP’s prior written consent.   The Agency shall not assign or subcontract its obligations under this Agreement without the prior written consent of CP.  

Non-solicitation.

The Agency agrees not to solicit any member of staff of CP whilst is agreement is in force and for a period of 12 months following the termination of this agreement. Should any member of the Client’s staff be disrupted by an approach with an offer of alternative employment then The Agency acknowledges and accepts that compensation equal to the net fee income generated by the member of the CP staff during the previous twelve (12) month period is a fair and reasonable amount. Such an amount being payable to the Client within 14 days of The Agency being made aware of the breach of the Non-Solicitation agreement.  

The Agency shall not proactively or directly approach, consult, recruit or attempt to induce any employee or independent contractor of CP, either for The Agency itself or for a third party, to leave CP employment or engagement or for the purpose of market research without CP prior written consent.

The Agency, however, will not be restricted from contact with any such employee if that employee directly approaches the The Agency of his/her own will. This restriction shall not be deemed to prohibit the placement of advertisements addressed to the general public in newspapers or trade publications.  

Fees.

A fee for the Services will be payable by CP to The Agency in accordance with Schedule 1 to this Agreement.

Any additional expenses of The Agency related to the execution of the services of this Agreement need the written pre-approval by CP Recruiting Team.  

Term and Termination.  

The Agreement will be in force for forty-eight (48) months starting from the Effective Date. Thereafter, the Agreement may be renewed annually by mutual written agreement between the parties. Either party may terminate the Agreement at any time without cause upon thirty (30) days’ prior written notice to the other party.  

Either party may, upon not less than 10 days’ prior written notice terminate the Agreement in whole or in part if any of the following events occur: (i) the other party is in material breach of any Agreement provision, except that the terminating party, at its sole discretion, may allow the breaching party thirty (30) days in which to cure; (ii) the other party terminates or suspends its business; (iii) the other party becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; (iv) the other party becomes subject to any bankruptcy or insolvency proceeding under current legislation; or (v) the other party is acquired by, merged with, or becomes otherwise affiliated with a competitor of the terminating party.  

Upon termination, any placement that has been made during the term of the Agreement will be governed by the terms and conditions of the Agreement, which will remain in full force and effect for those applicable placements until terminated.  

Upon termination of the Agreement, or at any other time upon CP’s request, The Agency shall promptly deliver to CP all materials in its possession or under its control, in electronic form or otherwise, whether prepared by The Agency or others, which are associated with The Agency’s services provided to CP. The Agency may retain copies of certain materials as required for audit or regulatory purposes only, and all such materials are and will remain in the sole property of CP. The Agency shall be entitled to payment for Services performed and expenses incurred by The Agency prior to the effective date of termination. Such payments shall constitute full settlement of any and all claims of The Agency of every description, whether known, unknown or reasonably anticipated against CP.  

The Agency Representations.  

The Agency shall perform the services it provides under this Agreement in strict compliance with all applicable laws and regulations. The Agency further represents to CP the following:  

That each Candidate has the legal right to work in the jurisdiction in which Candidate is hired.  

The Services to be performed shall be performed in a prompt, efficient, professional and ethical manner in accordance with that standard of skill, care, and diligence normally provided by a professional; The Agency warrants and represents that it shall comply with all applicable laws and regulations pertaining to bribery and corruption, including local and national laws, as well as laws with extra-jurisdictional application. In particular, The Agency warrants and represents that it will not: (i) accept any payment, gift, favour or other thing of value (whether tangible or intangible) which intends or appears to intend to induce or reward  an inappropriate, corrupt or otherwise dishonest discharge of any delegated decision making power The Agency has been entrusted with; (ii) offer to any person a payment, gift, favour or other thing of value (whether tangible or intangible) with the intention to  induce or reward an inappropriate, corrupt or otherwise dishonest discharge of any delegated decision making power; (iii) make any unofficial payment to a public official with the purpose or effect of speeding-up, expediting or otherwise facilitating a function they would ordinarily be expected to fulfil anyway (such as issuing of visas, licenses, permits, processing of visa waivers, connection or provisions of utilities or similar); (iv) use any funds or item(s) provided by CP for any purpose, whether directly or indirectly, that would constitute (1) a breach of any law that could be applicable to either The Agency or CP or any affiliate of CP or (2) an improper or unethical use of those funds of item(s); or (v) otherwise participate in any behaviour that could amount to bribery or corruption. Further, if The Agency witnesses or has cause to suspect that any third party associated with CP may be engaged in conduct amounting to corruption or bribery, whether directly or indirectly, The Agency will report this to CP without delay. If CP has reasonable grounds to suspect The Agency of breaching the terms of this section, CP shall be entitled to terminate this Agreement with immediate effect for cause. All sums paid to The Agency by CP under this Agreement shall be returned and CP shall have no liability or obligations towards The Agency.   The Agency further guarantees that it has adequate policies and procedures in place to prevent corruption and bribery by itself and its associated legal and natural persons.   The Agency shall indemnify CP in full for all losses and liabilities CP may incur as a result of The Agency's breach of the provisions contained in 8. (a) to (d), above.  

Confidential Information; No Publicity.  

The Agency shall hold as confidential and proprietary to CP, all non-public information about CP and/or its clients which come in to its possession or knowledge ("Confidential Information"). The Agency may disclose Confidential Information to others only with CP's prior written consent. The Agency shall not use Confidential Information for any purpose other than to perform services under this Agreement. Confidential Information does not include information which (i) is or becomes generally available to the public without breach of this Section; or (ii) is obtained from a third party who, in The Agency’s reasonable belief, is not under an obligation of confidentiality to CP, and without breach of this Section. The confidentiality obligation hereunder shall not apply to disclosure that is directly pursuant to a valid order of a court or other governmental body or the Agency; provided, however, that (i) The Agency first promptly notifies CP of such order (or proceeding pursuant to which any such order may result) and (ii) affords CP a reasonable opportunity to prevent or limit disclosure.   The Agency shall not, without CP’s prior written consent in each instance, (i) use CP’s name or likeness in any advertising, publicity, client list, website or otherwise, or that of any affiliate, partner or employee of CP, or any trade name, trademark, logo, or abbreviation owned by CP or its affiliates, or (ii) represent, directly or indirectly, that CP is The Agency’s client. Notwithstanding the foregoing, The Agency may disclose CP's name to third parties to the limited extent that such disclosure is necessary to perform services hereunder.   The Agency shall not, during the Term hereof or at any time thereafter, disclose to others, or use for its benefit or the benefit of others, any Confidential Information. The Agency shall not copy, alter, modify disassemble, reverse engineer or decompile any of the Confidential Information unless permitted in writing by CP. CP holds all right, title, and interest in and to all tangible and intangible incidents of the Confidential Information, including, without limitation, all trade secrets, copyrights, patent rights and derivative works pertaining thereto, and this Agreement conveys to The Agency only a limited right to use the Confidential Information in the course of performing its obligations under this Agreement. Such right is fully revocable in accordance with the provisions of this Agreement. Except for such right of use, The Agency shall not assert any right, title, or interest in or to the Confidential Information and shall hold all Confidential Information in strict confidence.  

Data Privacy.

The parties acknowledge and agree that each will be acting as independent controllers (“Controller”) of any  personal data shared under the Agreement and will be subject to and responsible for complying with the obligations imposed on a Controller under all applicable data protection legislation or regulations including, without limitation, the EU GDPR (“Applicable Data Protection Laws”). Without limiting the foregoing, these obligations include maintaining or making all registrations and/or obtaining all authorizations required by Applicable Data Protection Laws with respect to any personal data processed under the Agreement. The Agency shall:   only process personal data as necessary to provide the Services and fulfil its obligations under the Agreement (the “Purpose”) and maintain proper records of all processing of personal data. Not combine personal data with any other data or use it in a way contrary to this clause or which may prejudice the interests, fundamental rights and freedoms of the data subjects; take appropriate procedural, technical and organizational measures to prevent unlawful disclosure, unauthorized processing of or accidental loss, destruction, damage or alteration to the personal data; subject to reasonable and appropriate confidentiality undertakings comply with all reasonable requests or directions by CP to enable it to verify and/or procure that The Agency is in full compliance with its data protection obligations hereunder; stop processing personal data received from or on behalf of CP under the Agreement when requested, in writing (including by email), by CP or upon termination of the Agreement for whatever reason, and as soon as possible, return to CP or destroy (at CP’s election) any personal data in its possession or control (unless applicable laws require the continued storage of such personal data); immediately notify CP of any actual or potential personal data breach, complaint or data subject request with respect to its (or its agents or subcontractors) use of personal data and promptly provide CP with details of how it is responding to the personal data breach, resolving the complaint or data subject request; and draft and provide data subjects with any required notices and/or procuring consents to allow The Agency to process personal data for the Purpose.  

Indemnification.  

The Agency shall indemnify and defend CP, its affiliates and subsidiaries and their respective partners, directors, officers, employees, agents, successors and assigns (collectively, “Indemnities”) from and against all claims, counterclaims, debts, causes of action, damages, liabilities, costs and expenses (including litigation costs, attorney’s fees and expenses) (collectively, “Claims”) imposed upon or incurred by Indemnities arising out of or related to The Agency’s breach of its obligations under this Agreement, or the negligence or wilful misconduct of The Agency or its employees or agents in the performance of the Agreement.  

Procedure.  

CP or its legal representative shall notify The Agency in writing in the event of any claim or lawsuit arising out of or in connection with the Services, and shall forward all related documents to The Agency. The Agency shall then defend the case at its own expense. CP reserves the right to be represented by counsel at The Agency’s expense.  

Limitation of Liability.

Neither party be liable to the other party for any special, exemplary, incidental, or consequential damages, or for any direct or indirect loss of data, profits, goodwill, whether arising out of contract, tort (including negligence), strict liability or otherwise, resulting from or related to an engagement (whether or not such party knew of should have known of the possibility of any such damages).   With the exception of The Agency’s indemnification obligations hereunder, or The Agency’s liability for breach of confidentiality, non-solicitation, breach of data privacy, or damages arising from The Agency’s gross negligence or wilful misconduct under no circumstances will either party's aggregate liability to the other for any claim arising from or in connection with or relating to this Agreement (whether in contract, tort (including negligence), strict liability or otherwise) exceed an amount equal to the fees paid by CP to The Agency for the applicable services that gave rise to the claim.   In respect of either party, nothing in these terms limits or excludes such party's liability for: (i) personal injury or death suffered by the other party caused by such party's negligence; (ii) fraud; or (iii) any matter for which it would be illegal for such party to exclude or limit or to attempt to exclude or limit its liability under applicable law.  

Notices.

Any notice required or permitted under the Agreement will be made in writing or in an equivalent and legally acceptable electronic form, except where otherwise expressly stated in the Agreement. If any notice is made in writing, it will be effective when (i) delivered in person, (ii) sent by overnight air courier, or (iii) sent by registered or certified mail service, with return receipt requested, in each case with proper postage prepaid and properly addressed to the addressee.  

Miscellaneous.  

The Agreement may not be modified, changed, amended or discharged in whole or in part, except by an agreement in writing signed by both parties.   A party’s delay or omission in exercising any right under the Agreement does not waive that or any other right. A waiver or consent given by a party on any one occasion will be effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.   If any term, condition or provision of the Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties will endeavour in good faith to amend this Agreement in order to preserve, as far as possible, the intentions expressed in the Agreement. If the parties fail to agree to such amendment, the invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent possible.   CP has engaged The Agency only for the purpose and to the extent set forth in the Agreement and The Agency’s relation to CP is that of an independent contractor. Nothing in the Agreement will make either party the agent or employee of the other party. The Agency is not authorised to obligate CP to any third parties.  

Non-discrimination.

CP is an equal opportunity employer. CP does not discriminate in matters of recruitment on the basis of sex, sexual orientation, marital or civil partner status, gender reassignment, race, religion or belief, colour, nationality, ethnic or national origin, disability, age or pregnancy. The Agency agrees to act in accordance with this policy of non- discrimination at all times when carrying out its obligations under the terms of this Agreement.   The Agency shall not subcontract, assign any rights or delegate any obligations created by the Agreement without CP’s prior written consent, which will not be unreasonably withheld. Any assignment in violation of the Agreement is void. The Agreement will be binding upon The Agency’s successors and assigns and will inure to the benefit of CP and its successors and assigns.   This Agreement is governed by the law of the United Kingdom and is subject to the exclusive jurisdiction of the Courts of the United Kingdom.   Each party represents and warrants that it has all necessary power and authority to enter into the Agreement, and that performance hereunder does not validate the terms of any contract, covenant or agreement between it and a third party.   The Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, but the counterparts will, together, constitute only one instrument. A signature transmitted by facsimile or electronic mail will be deemed proof of execution of the Agreement.   The Agreement, including any exhibits, addenda or appendices, contains the entire agreement of the parties with respect to the provision of services by The Agency to CP and supersedes all other prior agreements, written or oral, between The Agency and CP relating to the subject matter of the Agreement. Any conflict between the Agreement and any exhibit will be resolved in favour of the Agreement.  

FEES

SCHEDULE 1 – FEES AND PAYMENTS    

Upon successful completion of a search that results in CP hiring a Candidate presented by The Agency, CP shall pay The Agency a fee equal to twenty per cent (20%) of the Candidate's first year’s starting base salary (“Placement Fee”). All variable parts of the annual salary, bonuses and benefits are excluded of the Placement Fee calculation. The Agency shall invoice CP within thirty (30) days after the Candidate starts their employment with CP, and CP shall have fourteen (14) days from the date of The Agency’s invoice to pay the undisputed fee.  

The Agency shall be entitled to the Placement Fee if the Candidate  

Has been introduced by the The Agency in accordance with the provisions of this Agreement; Has been engaged by CP because of the Introduction of the Candidate by the The Agency; Has not been introduced before by another recruitment company which has the right to claim a placement fee for this Candidate based on a previously or currently signed contract with CP; and   Candidate Ownership Rights.   Candidates are represented by the recruitment company which first submits the Candidate in question to CP through CP Recruiting Team. This clause shall not apply in the instance that the recruitment company who submits the Candidate first has not gained permission from the Candidate to submit her/his CV and details for the vacancy. The Agency is hereby explicitly guaranteed Candidate Ownership Rights for 12 months for every Candidate that The Agency submits through the CP Recruiting Team from the day of submission on. A Candidate only counts as submitted if the CP Recruiting Team receives both Candidate’s CV and contact details from The Agency via Email.  

Candidate Guarantee.  

If a Candidate leaves or is terminated by CP within 12 weeks after commencing the Engagement, apart from redundancy, whether it be voluntarily without due cause, or involuntarily due to personal misconduct, violation of CP employment terms and conditions, standards, or values, or personal conduct or misrepresentation of background, The Agency will provide to CP a refund of the Fee equal to one twelfth of the Fee for each unworked week of the first 12 week period.  

The Agency shall refund the appropriate proportion of the the Fee within thirty (30) days after the Candidate’s last effective working day at CP.   Payments and Invoices.  

The Agency will comply with CP’s invoicing process, as described below. All invoices will be prepared and submitted in accordance to this.  

Invoices .  

The Agency agrees to send invoices via email to CP Recruiting Team. The Agency shall not send hardcopy when sending via email. Invoices must be submitted in a single currency. Each invoice must be sent on a separate email. Each invoice shall contain, at a minimum, the following information:

1.        Unique invoice number

2.        Invoice date

3.        The title of CP’s role/vacancy searched for

4.        CP’s entity (office, entity/practice area/department, contract date)

5.        The name of the successfully engaged candidate with the employment start date

6.        Line item details (when applicable):

7.        The Agency’s Fee - with cost and description

8.        Additional Expenses – with cost, description, reason for expenses, employee that incurred expenses, and the CP person pre-approved the additional expenses (if applicable)

9.        VAT Tax (no VAT if VAT reverse charge applicable)

10.     Applicable taxes at the applicable (statutory) rate

11.     The Agency’s full legal entity description and related bank account details for payment

12.     Clear identification of any discounts or adjustments to fees

13.     Total Cost

14.     CP standard payment terms of 14 days

15.     Any other fields as may be required by local law for digital invoices  

All invoices not in compliance with the above shall be returned to The Agency for correction.

The Agency will receive and email confirmation stating that the Invoice was received.  

CP’s standard payment terms are fourteen (14) days. CP agrees that invoices shall be payable via Bank to Bank Transfer to The Agency. A direct deposit payment will be made to The Agency’s bank account.  

Please contact Jennifer Charles to speak about supplying staff to Consulting Point.