Terms and Conditions
1.1. In these terms of business the following definitions apply:
“The Company” means Macallam its affiliates and subsidiary or associated companies and their employees.
“Client(s)” means the person, firm or corporate body together with any subsidiary or associated Company as defined by the Companies Act 1985 to whom the Candidate is introduced.
“Candidate(s)” Any person or persons who is engaged with The Company for the purposes of new or alternative employment or other means of remuneration arising from a business relationship with The Company.
“Contract(s)” The mutual undertaking by a Client and The Company (written or verbal) to engage in a business relationship or provision of services or any other commercial transaction including but not limited to those described in this document.
“Engagement” means the engagement, employment or use of the Candidate by the Client or 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;
“Instruction(s)” Verbal or written request by a Client which requires The Company to conduct business activities which when agreed by The Company will form a Contract.
“Introduction” Means, for the avoidance of doubt, the presentation of a Candidate by The Company to the Client for Engagement and “introduced” shall be interpreted accordingly. This applies whether or not the Client knew of a Candidate previously.
“Fee(s)” The money payable as a consequence of an Instruction or a Contract or the offer acceptance or commencement of employment of a Candidate introduced by The Company.
“Guaranteed Earnings” First years’ basic salary and any bonuses and commissions and emoluments which are guaranteed.
The headings contained in these Terms of Business are for convenience only and do not affect their interpretation.
2. Executive Search
2.1. Executive search is when The Company is engaged to locate one or more Candidates to fulfill a particular role within a Client, The Company doing so by what means it considers appropriate but which will usually involve the direct approach to potential Candidates.
2.2. The fee for executive search and selection is 35% of the first years gross Guaranteed Earnings offered to the Candidate. One third of the fee is chargeable and payable on the Client giving Instruction to The Company to act on their behalf. One third of the fee is chargeable and payable on The Company providing the Client with a shortlist of Candidates for interview. The final third of the fee is chargeable and payable when the Candidate accepts the Client's offer of employment. None of these staged payments are refundable.
2.3. If the Client withdraws the Instruction to the Company to proceed with a search and selection assignment once the campaign has started and accordingly the campaign project is not concluded then a withdrawal/cancellation Fee equivalent to 50% of the agreed assignment Fee will be payable.
2.4. If the contract period is for less than twelve months the Fee is calculated on the annual equivalent value of the total financial benefit to the Candidate under the Contract. That benefit is for this purpose grossed up to provide a figure for the equivalent annual value. The Fee is taken as 35% of that annual equivalent value.
2.5. Any additional charges will only be made to the Client for out of pocket expenses necessarily incurred in performing the obligations of The Company under the Contract (for example, accommodation and travel expenses) where the Client has approved these expenses in writing prior to the costs being incurred.
3. Contingency Placement
3.1. Contingency placement is when The Company effects an Introduction of one or more Candidates to fulfill a particular role within the Client.
3.2. The Fee for Contingency placement is calculated as 30% of the first years gross Guaranteed Earnings offered to the Candidate.
3.3. The Fee for Contingency placement will be invoiced on the date on which the Candidate accepts in writing the offer of employment made by the Client or begins employment or commences the commercial relationship with the Client under agreement between them whichever is the first.
4. Advertising Fees
4.1. The Client will be charged separately for any advertising that The Company arranges on behalf of the Client as long as the advert and its costs have been agreed between the Client and The Company in advance of charges being incurred.
4.2. Additional advertisement costs incurred by the Company in connection with the preparation or production of advertisement material such as set up charges artwork etc will be charged to the Client. Such charges will normally not exceed £500 without the prior authority of the Client.
4.3. Invoices will be raised to the Client upon receipt of written confirmation of the order of the Client for the advertisement or as soon as reasonably practicable thereafter.
4.4. All advertising Fees, charges and related costs are non-refundable.
5. General Provisions applying to all forms of Contract
5.1. The following apply to any Contract for the Engagement of staff Introduced directly or indirectly by the Company to the Client.
5.2. Unless otherwise agreed in writing by a director of Macallam, these Terms of Business shall prevail over any other terms of business or purchase conditions put forward by the Client.
5.3. No variation or alteration of these Terms of Business shall be valid unless approved in writing by a Director of Macallam.
5.4. The interviewing of or offering of employment by the Client to a Candidate Introduced by The Company constitutes acceptance by the Client of these terms and conditions.
5.5. All Introductions last for a full twelve months from the last date of contact or communication between Candidate or Client or The Company. As such the Fee is payable if a Candidate is employed within this period by the Client whether further interviews are organised by The Company or by any other method and whether or not The Company was the effective cause of the offer of employment.
5.6. The Client will also be responsible for the payment of any and all Fees under this agreement in the event of the Candidate entering into a commercial relationship with the Client in a self-employed state rather than as employee of the Client. Where such commercial relationship is entered into after the Introduction of the Candidate to the Client by The Company then it will be deemed that the commercial relationship was entered into as a result of that Introduction.
5.7. Where the Client enters into a commercial relationship with an employee of The Company by which the employee ceases to be an employee of The Company and then becomes an employee of the Client or carries out work as a self employed private individual or in any other capacity for the Client the Client will be charged a Fee for the Introduction of that employee to the Client. The Fee will be calculated in accordance with the formula set out in the terms below for the Fee as if the employee had been a Candidate introduced to the Customer Client by The Company subject to minimum of £20,000.
5.8. The Client shall not make any approach to the Candidate’s present or prior employers without the Candidate’s prior written consent.
5.9. The Fee will be invoiced on the date on which the Candidate accepts in writing the offer of employment made by the Client or begins employment or commences the commercial relationship with the Client under agreement between them whichever is the first.
5.10. If a Candidate leaves the Client's employment within the first three months of employment from the date at which they accepted the position then the Company will be subject to payment of the Company's invoices within the due dates (see Clause 5.11) and to receiving notification by recorded delivery within 28 days of the Candidate’s departure use reasonable endeavours to provide a replacement Candidate for no additional Fee.
5.11. All invoices are due for payment within 30 days of the invoice date. If invoices are not settled within 30 days then the Company reserves its right to recover that payment from the Client and The Company is under no obligation to provide the replacement employee facility referred to in Clause 5.10.
5.12. The Company accepts no responsibility for any loss or damage sustained by the Client or any third party arising directly or indirectly from any act of emission of the Candidate in pursuing his employment duties or in not commencing them on the start date or discontinuing them thereafter or otherwise.
5.13. All sums referred to in these terms are subject to any and all taxes levies or other financial charges legally required at the tax point date including but not restricted to VAT where applicable at the prevailing rate.
5.14. The Company reserves the right to amend or alter these terms and conditions at any time. In the event of The Company making any alterations the terms and conditions which were in effect at the date of an Instruction or Contract being entered into or agreed will prevail.
5.15. This is the entire Contract between the parties and any variation or addition to it shall be in writing and signed by the Client and The Company.