The following terms of business (to the exclusion of any others stipulated by Client) apply to all contracts for the engagement of staff introduced directly or indirectly by Postilion Search Limited (“The Company”) to the Client (which phrase shall where the context admits include any associated, group or subsidiary individual or organisation of the Client)
1.1 The interviewing or arrangement of an interview or offering of employment by the Client to a Candidate that has been introduced by The Company constitutes acceptance by the Client of these terms and conditions.
1.2 Candidate introductions last for 12 months. Therefore the placement fee is payable by the Client if a Candidate is employed within this time period – whether subsequent interviews are arranged by the Company or another source, or whether the Company was the effective cause of employment or not.
1.3 The placement fee shall also be payable by the Client if either the offer of employment or employment itself is by an associated, group or subsidiary individual or organisation of the Client. The placement fee would also be payable by the Client were the candidate to enter into a commercial relationship with the Client or an associated, group or subsidiary individual or organisation of the Client. This commercial relationship could be either commencing employment on a self-employed basis, or as an employee of third party, rather than directly employed by the Client. Where this type of commercial relationship is entered into after the introduction of the Candidate to the Client by the Company, it will be deemed that this relationship was entered into as a result of that introduction. The fee would be calculated as per section 1.6.
1.4 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 becomes an employee of the Client, or commences work on a self- employed basis for the Client. The fee will be calculated as per section 1.6, subject to a minimum fee of £25,000 with no free replacement facility as per section
1.5 A Candidate that is introduced by the Company to the Client which is subsequently appointed in either a Non- Executive Director or Consultancy role will be subject to a minimum placement fee of £25,000. Such introductions will not benefit from the employee replacement facility mentioned below.
1.6 Placement fee’s are calculated using the below table of fee’s and are a percentage of the Overall Starting Remuneration. When calculating the placement fee for contracts of employment that are shorter than 12 Months the placement fee would be based on the annual equivalent. Overall Starting Remuneration shall include basic salary, car allowances, employer pension contributions, guaranteed payments or bonuses, guaranteed commissions, one-off payments upon commencement of employment and any other taxable benefits. The provision of a Company Vehicle is valued at £6,000 per annum and is deemed to be part of the Overall Starting Remuneration. The provision of Private Healthcare is valued at £500 and is deemed to be part of the Overall Starting Remuneration. The value of any stock options that can be exercised within the first twelve months of employment will be deemed to be part of the Overall Starting Remuneration, and will be valued at the difference between the option price and the closing mid- market price on the business day immediately preceding the day that the Candidate commences employment.
1.7 The Placement fee will be invoiced on the date on which the Candidate commences employment or commences the commercial relationship with the Client. In both cases this will be deemed the Candidates “Start Date”. All invoices are due for payment within 14 days of the invoice date.
Placement Fee Calculation Table
| Overall Starting Remuneration | Percentage |
| To £49,999 | 20% |
| £50,000 to £99,999 | 22.5% |
| £100,000 to £199,999 | 25% |
| £200,000 plus | 30% |
1.8 No fee is payable by the Client until the Client employs a Candidate introduced by the Company or until a commercial relationship is entered into as described in clauses 1.4 and 1.5.
1.9 Should a Postilion Search Limited consultant be approached by one of the company’s clients and subsequently be employed by that client wherein which the consultant is no longer employed by the company a flat fee of £25,000 would be applicable.
1.10 If a Client doesn’t inform the Company when a Candidate introduced by the Company has been offered or has entered into a commercial arrangement with the Client all discounts are not applicable.
2.1 Executive Search and Selection is when the company is engaged to locate one or more Candidates to fulfil a particular role or roles within the Client, the Company doing so by what means it considers appropriate but which will usually involve the direct approach to potential Candidates.
The fee for Executive Search and Selection is calculated as a percentage of the Overall salary package offered and as such based is on a percentage of the salary package paid by the Client to the Candidate.
The salary package will include the provision by the Client to the Candidate of benefits that are regarded as part of an employee’s remuneration or guaranteed commission.
“Benefits regarded as part of an employees remuneration” will include, and this is not an exhaustive list of such benefits, contributions to company or personal pensions, private health schemes (including corporate schemes), contributions to insurance policies, contribution to health club / gym membership, luncheon vouchers, contributions to the cost of childcare, a company vehicle, a car allowance or a mileage allowance for the Candidate’s use of their own vehicle during the course of their employment.
Postilion will adopt a valuation of £6,000 per annum for the company vehicle or mileage allowance that the Client offers to the Candidate when calculating the remuneration fee due to Postilion.
Postilion will adopt the sum set out in the Candidate’s contract of employment with the Client for the car allowance that the client offers to the Candidate when calculating the remuneration fee due to Postilion.
Postilion will adopt the sum set out in the Candidate’s Contract of employment with the Client for any benefit regarded as part of the employee’s remuneration when calculating the remuneration fee due to Postilion. In the
event that the sum paid by the Client to the Candidate for any benefit is not clear from the Candidate’s Contract of Employment, the Client shall supply Postilion with details of the annual cost of the benefit including any supporting documents within 7 days of a written request from Postilion to the Client.
In the event that the Client fails to comply with clause 3.2.4 (c) above, Postilion will charge the sum of £5,000.00 for the benefit paid by the Client to the Candidate as part of the employee’s remuneration when calculating its fee and will reserve the right to render a further invoice for any subsequent sum found to be due, but in no circumstances shall Postilion be liable to repay any sum received in excess of what would have been payable under clause 3.
Where the Client provides the Candidate with a “guaranteed commission” as part of the Candidates salary package, Postilion will incorporate the value of this when calculating the remuneration fee due to Postilion.
2.2 In calculating the fee, no allowance is to be made for trial periods, probationary periods or similar situations. The overall generation package offer to the Candidate will be calculated in accordance with the table set out in clause 1.7 above. 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 provides written acceptance of the Clients offer. None of these staged payments are refundable in the event
2.3 The Client shall not make any approach to the Candidates present or prior employers without the Candidates prior written consent.
2.4 If the Client withdraws the instruction to the Company to proceed with a Search and Selection assignment, or materially alters the instructions submitted to the Company once the campaign has started and accordingly the campaign project is not concluded then a withdrawal / cancellation fee equivalent to 50% of the outstanding balance of the agreed assignment fee will be payable. Where no specific assignment fee has been agreed other than a proportion of the Overall Starting Remuneration, then the withdrawal / cancellation fee shall be based on what the Company shall estimate to be the total of the probable fee’s calculated under clause 1.7 based on the Overall Starting Remuneration of each of the positions to be filled by the search.
2.5 If after 3 months of the shortlist being presented and accepted, no offer has been made to any Candidate introduced by the Company, then it shall be deemed that the Client has put the campaign on hold. In this instance a Holding Fee, equivalent to the calculation set out in clause 2.4 in relation to a cancellation fee will be chargeable to the Client.
2.6 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 a percentage of that annual equivalent value according to the table of charges set out in clause 1.7
3.2 Advertised Selection is when the Company is engaged to locate one or more Candidates to fulfil a particular role within the Client, by what means the Company considers appropriate. This will usually involve the advertising for potential Candidates in such publications and websites as are agreed between the Company and the Client, or if no agreement then such publications or websites as the Company considers appropriate. It is sometimes delivered as a service on its own or in conjunction with an Executive Search and Selection assignment.
3.3 The fee for advertised selection is calculated as a percentage of the Overall Starting Remuneration in accordance with the table set out in clause 1.7 above. 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 provides written acceptance of the Clients offer. None of these staged payments are refundable in the event of no offer or no appointment being made.
3.4 The cancellation fee set out in clause 2.5 also applies to advertised selection campaigns.
3.5 The client will be charged separately for any advertising that the Company arranges on behalf of the Client, as long as the advertising has been agreed between the Client and the Company. All advertising charges (that is, the charge of the Company in respect of the cost of placing advertisement(s) in publication(s) on behalf of the client) will be agreed between the Client and the Company.
3.6 Additional advertisement costs incurred by the Company in connection with the 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.
3.7 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.
3.8 All advertising fees, charges and related costs are non-cancellable unless agreed in writing by the Company.
4.1 If a Candidate leaves a Clients employment within the first 3 months from the Start Date having been successfully introduced by the Company, then the Company will, subject to payment of the Company’s invoices within the due dates (see section 7 below) and to receiving notification by recorded delivery within 7 days of the Candidates departure use reasonable endeavors to provide a replacement Candidate for no-additional fee.
5.1 All invoices are due for payment within 14 days of the invoice date. If invoices are not settled within 14 days, then without prejudice to its right recover that payment from the Client, the Company is under no obligation to provide the replacement employee facility referred to in Section 5.
5.2 The Company reserves the right at any time to withdraw any credit terms granted and charge interest on accounts which remain unpaid 30 days after the invoice date at the rate of 3% above the Bank of England minimum lending rate, and such accounts will be passed to a debt recovery agency, and all costs incurred will be recoverable from the Client.
5.3 All sums referred to in these Terms and Conditions are subject to VAT where applicable.
5.4 This is the entire contract between the parties and any variation or addition to it shall be in writing and signed by both parties.
5.5 This set of Terms and Conditions supersedes and previous Terms and Conditions agreed between the parties.
POSTILION SEARCH LIMITED
TERMS AND CONDITIONS OF BUSINESS
Definitions
In these conditions the following terms shall have the following meanings.
‘Postilion Search Limited’
means Postilion Search Limited a company registered in England and Wales under Company Number 10313153
‘Candidate’
means the prospective employee introduced by Postilion Search Limited to the Client.
‘Client’
means the customer of the Postilion Search Limited.
‘Commission Only’
means that the Candidates salary will be based upon a percentage of the value of the goods or services sold, as opposed to a fixed annual salary.
‘Contract’
means the Contract for the supply of services by Postilion Search Limited to the Client which incorporates these terms and conditions of business.
‘Meet’/’Meeting’ (The Candidate)
means holding any direct communication with the Candidate with a view to the retention of the Candidate by the Client or any connected company.
‘Predominantly Commissioned Based’
means that a minimum of 90% of the Candidate’s total annual salary is Commission Only.
1.1 Postilion Search Limited
(hereinafter referred to as “Postilion”)
-and-
1.2 The Client:
(hereinafter referred to as “the Client”)
2.1 The nature of the services provided to the Client by Postilion will be the provision of a Candidate for a preliminary interview and the provision of a reference for the Client, if so requested by the Client, or as set out in the letter accompanying these terms and conditions of business.
2.2 A Contract for the supply of services between Postilion and the Client shall be concluded when the Candidate and the Client Meet at any time after the Candidate’s name has been supplied by Postilion to the Client.
2.3 The Meeting between the Client and the Candidate shall be deemed as an acceptance of the Contract and of these terms and conditions.
2.4 No variation or amendment of these terms and conditions of business or oral promise or commitment relating to it shall be valid unless confirmed in writing by or on behalf of both or all parties.
3.1 The client becomes liable to pay fees to Postilion upon the Candidate accepting employment or otherwise contracting with the Client or a third party on the recommendation of the Client.
3.2 Unless an alternative fee arrangement has been agreed and confirmed in writing by Postilion, the basis of Postilion’s fees is described below.
3.2.1 Postilion’s remuneration based is on a percentage of the salary package paid by the Client to the Candidate pursuant to Clause 3.1.
3.2.2 The salary package referred to in Clause 3.1 will include the provision by the Client to the Candidate
3.2.3 “Benefits regarded as part of an employees remuneration” will include, and this is not an exhaustive list of such benefits, contributions to company or personal pensions, private health schemes (including corporate schemes), contributions to insurance policies, contribution to health club / gym membership, luncheon vouchers, contributions to the cost of childcare, a company vehicle, a car allowance or a mileage allowance for the Candidate’s use of their own vehicle during the course of their employment.
3.2.4 (a) Postilion will adopt a valuation of £6,000 per annum for the company vehicle or mileage allowance that the Client offers to the Candidate when calculating the remuneration fee due to Postilion.
(b) Postilion will adopt the sum set out in the Candidate’s contract of employment with the Client for the car allowance that the client offers to the Candidate when calculating the remuneration fee due to Postilion.
(c) Postilion will adopt the sum set out in the Candidate’s Contract of employment with the Client for any benefit regarded as part of the employee’s remuneration when calculating the remuneration fee due to Postilion. In the event that the sum paid by the Client to the Candidate for any benefit is not clear from the Candidate’s Contract of Employment, the Client shall supply Postilion with details of the annual cost of the benefit including any supporting documents within 7 days of a written request from Postilion to the Client.
(d) In the event that the Client fails to comply with clause 3.2.4 (c) above, Postilion will charge the sum of £5,000.00 for the benefit paid by the Client to the Candidate as part of the employee’s remuneration when calculating its fee and will reserve the right to render a further invoice for any subsequent sum found to be due, but in no circumstances shall Postilion be liable to repay any sum received in excess of what would have been payable under clause 3.
3.2.5 Where the Client provides the Candidate with a “guaranteed commission” as part of the Candidates salary package, Postilion will incorporate the value of this when calculating the remuneration fee due to Postilion.
3.2.6 In calculating the fee, no allowance is to be made for trial periods, probationary periods or similar situations.
3.3 The fee structure on which Postilion’s charges is based is as follows:-
| Remuneration Package (includes basic annual salary; benefits; guaranteed commissions) | Fee |
| £20,000 or under | 20% |
| £20,001 to £29,999 | 22.5% |
| £30,000 to £39,999 | 25% |
| £40,000 to £79,999 | 27.5% |
| £80,000 or over | 30% |
3.4 The fee payable by the Client to Postilion is exclusive of VAT which will be paid by the Client to Postilion at the prevailing rate.
4.1 Where a Candidate’s remuneration is Commission only or is Predominantly Commission Based, a minimum fee of £9,000 will be charged notwithstanding Clause 3.
5.1 Where a Candidate is contracted on a self-employed basis, the percentage fee to which Postilion will be entitled will be calculated by reference to what the Candidate would have earned had he worked at the same rate for a period of one year, and by applying the percentage which would then have applied under Clause 3.3 to the Candidate’s actual earnings or the sum of £4,000 plus VAT whichever is the higher; and Postilion’s entitlement under any subsequent contract shall be similarly calculated.
5.2 Should a Candidate contracted on a self employed basis be offered a permanent position within 1 year of referral by Postilion to the Client, then the fee payable will be the fee calculated in accordance with Clause 3. The Client may deduct from that sum any sums already paid pursuant to Clause 5.1, but in no circumstances shall Postilion be liable to repay any sums received in excess of what would have been payable under Clause 3.
6.1 Where a Candidate is employed on a part-time basis, the percentage fee to which Postilion will be entitled will be calculated by reference to what the Candidate would have earned had he worked for the same rate for a period of one year and by applying the percentage which would then have applied under Clause 3.3 to the Candidates actual earnings or the sum of £4,000 plus VAT whichever is the higher.
6.2 Should a Candidate employed on a part-time basis be offered a permanent position within 1 year of referral by Postilion to the Client, then the fee payable would be the fee calculated in accordance with Clause 3. The Client may deduct from that sum any sums already paid pursuant to Clause 6.1 but in no circumstances shall Postilion be liable to repay any sums received in excess of what would have been payable under Clause 3.
7.1 The normal fee as outlined in Clauses 3, 4, 5 or 6 is payable if a Candidate introduced by Postilion is referred to another position or division of the Client or is employed by or contracts with a third party on the Client’s recommendation within one year of referral.
7.2 In the event that the Client or a third party on the Client’s recommendation does not offer employment or a contract to the Candidate or the Candidate does not accept any such offer following the Meeting between the Client and the Candidate but the Candidate accepts or otherwise contracts with the Client or a third party on the recommendation of the Client within one year of the Meeting, then the normal fee as outlined in Clauses 3, 4, 5 or 6 is payable by the Client to Postilion.
8.1 Postilion does not refer Candidates to Clients for temporary or casual positions. In the event that the Client has failed to notify Postilion prior to the interview being arranged that the position, with itself or a third party to whom it has referred a Candidate, is on a temporary or casual basis, the Client will be liable to pay Postilion’s fees in accordance with the fee structure outlined in Clause 3 or a minimum of £4,000 plus VAT, whichever is the higher amount.
9.1 Postilion gives no warranties to the Client in respect of the contents of any Curriculum Vitae (CV) or related documentation on the Candidate which is supplied by Postilion to the Client.
9.2 Candidate references are sought strictly at offer stage and at the Client’s request.
9.3 For senior and/or specialised positions, executive search and advertising is the preferred method. The fee structure as outlined in these terms and conditions of business applies with the cost of advertisement billed separately to the Client. The Client is liable to pay one-third of the fee on requesting the initial search, one-third on the presentation of short-listed Candidates and the balance on the successful selection of Candidate. The fees payable under this clause are not repayable solely by reason that no suitable Candidate is found.
10.1 Subject to the Client’s paying Postilion’s invoice(s) within 14 days of it being rendered, then Postilion offers the Client the guarantee in Clause 10.2.
10.2 In the event that a Candidate employed by the Client leaves the Client’s employment for any reason other than set out in below mentioned paragraph within 3 months of commencing employment, Postilion will use its reasonable efforts to locate and provide a replacement employee for the vacated position with the Client at no additional fee. Notwithstanding Postilion’s reasonable effort to provide a replacement Candidate, the Client will nevertheless remain liable for payment of the original placement fee in the event that Postilion is unable to provide a replacement for the vacant position.
10.3 Notwithstanding Clause 10.2, Postilion shall not incur the obligations under Clause 10.2 above if the Candidate’s employment is terminated by the Client owing to work shortage, redundancy or employer relocation occurring within 3 months of the Candidates placement with the employer.
11.1 The Client will be liable to pay the invoices rendered by Postilion within 14 days of the invoice being rendered.
12.1 Without prejudice to any other rights of the Client, if the Client fails to pay the invoice price to the due date, the Client shall not be entitled to any discount given in that invoice or in any other way agreed and shall be liable to pay the full fee as stated on the invoice together with interest on any overdue amount from the date which payment was due to the date of actual payment (whether before or after judgment) pursuant to the rate of interest prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 and reimburse to Postilion all costs and expenses (including legal costs) incurred in the collection of any sums due.
13.1 The Client shall not at any time whether before or after the termination of this Contract divulge or use any unpublished technical information deriving from the Postilion or any other confidential information in relation to the Postilion’s affairs or business or method of carrying on business.
14.1 We aim to provide an excellent service. Postilion are always keen to ensure that our Client’s are satisfied with the service that we provide.
15.1 These terms and conditions shall be governed by English