These terms apply between The Miles Partnership Limited (“the Company” or “our”) and you (“the Client”) unless varied in writing by us and are deemed to have been accepted once we start work on an assignment.
1. Fee and Retainer
Fees are for professional services. The standard fee for an executive appointment is one-third of the value of the anticipated first year’s compensation package, including for the avoidance of doubt any bonuses or signing-on fees, of any individual or team engaged with our assistance unless a fixed fee or a different percentage of the compensation package is agreed in writing. For non-executive positions a fixed fee, unrelated to remuneration is charged. For all assignments retainers paid in advance are agreed. Retainers are payable in three equal instalments – upon commencement of the assignment and at 30 and 60 days thereafter and are not refundable. The retainer forms part of the full fee and, when the successful candidate accepts an offer, a fourth and final fee may be due if previously agreed.
The Company has the exclusive right to represent the Client during the assignment.
Invoices are subject to VAT at current rates and are payable within 14 days of the date of the invoice. The Company reserves the right to charge interest daily on overdue unpaid invoices at 4% above the base rate of Lloyds Bank plc from time to time.
4. Additional Candidates
When more than one candidate is engaged with our assistance, the standard fee applies to each candidate unless a different fee has been agreed in writing. For second and subsequent non-executive director appointments, the fixed fee quoted for the first non-executive candidate is payable for each and every subsequent non-executive candidate.
5. Internal Candidates
It is integral to our service, when asked, to consider candidates identified by the Client, including internal candidates from the Client’s organisations. The source of a candidate does not affect our fee.
6. Subsequent Employment
In the event that a candidate introduced by the Company is either rejected by the Client or rejects the Client’s offer and is subsequently employed by the Client in any capacity within 24 months of the original offer, the full fee is payable by the Client.
The Company recharges monthly for all specifically agreed out-of-pocket expenses including travel and other disbursements. The Company also charges 7.5% of the fee for UK assignments and 10% for international assignments to cover non itemised engagement support. Advertising expenses, including artwork and typesetting are payable when advertising is booked, unless cancelled before the relevant deadline.
An assignment may be cancelled by the Client at any time but stages which are due are payable plus the next stage payment. If an assignment is cancelled after a shortlist has been presented, the full fee is payable. If an assignment is put “on hold” for over 90 days it will be treated as cancelled for billing purposes and a new fee will be agreed if a restart is requested by the Client.
As part of our service the Company takes up references but the Company does not carry out any checks on candidates’ eligibility to work in various jurisdictions or employment backgrounds, including but not limited to verification of educational credentials, employment, or reasons for leaving prior places of employment. The Company does not accept responsibility for any inaccuracies contained in candidates’ own CV’s.
10. Candidate Confidentiality
Candidate details sourced by the Company may not be passed to a third party. All information supplied in relation to an assignment is confidential.
The Company is not liable for any act of omission on any candidate introduced by the Company and the Client is responsible for making its own appraisal of any candidate’s ability and character. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement and any liability the Company may have in connection with any assignment is limited to the amount of the fee received for that particular assignment only. The Company is not liable for any loss to the full extent such exclusions are permitted by law.
If a candidate leaves the Client within 6 months of appointment, providing this is not as the result of an acquisition, any corporate or other restructuring or a change in responsibilities or reporting lines, the Company undertakes to carry out the assignment again, charging for expenses and advertising only. Please note this guarantee only applies where the Client has complied with its obligations to pay invoices on time in accordance with the Clause 3 above.
13. Data Protection and Privacy
For the purposes of the Data Protection Act 1998 the parties acknowledge and agree that: they shall constitute data controllers in common in respect of the personal data of candidates and prospects that may be exchanged between them. Personal data may include contact details, CVs, references and other information provided directly by the data subject or otherwise collated about them for the purposes of assessing their suitability for a position. Each party shall be responsible for complying with all applicable data protection laws relevant to its own processing of the personal data concerned. Each party shall ensure that they take appropriate technical and organisational measures to safeguard the security of the personal data in its possession and control. They will co-operate in relation to any exercise by a data subject of its rights in relation to the personal data that may be held by both of them and shall each ensure that its own processing activities are communicated to the relevant data subjects in accordance with applicable law. Neither party shall retain the personal data for longer than is necessary for its purpose (unless otherwise required or permitted by law).
These terms shall be governed by and construed in all respects in accordance with English Law and each party submits to the exclusive jurisdiction of the Courts of England and Wales.