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Terms and Conditions of Business

These Terms and Conditions of Business (“Conditions”) apply to any agreement between Consult Search & Selection Ltd and its customers for the supply of Recruitment Services.


The following definitions and rules of interpretation apply in these Conditions:


‘Candidate’ means any person we introduce to you for the purpose of an Engagement;
'Commencement' means the date on which the Engagement starts;
‘Conditions’ means the standard terms and conditions of supply of our service set out in this document and shall also include any terms and conditions agreed in writing between you and us that expressly amend or supplement these conditions and such conditions shall together in such circumstances form the contract between you and us; ‘Engagement’ means the engagement, employment or use of the Candidate by you or any third party nominated by you 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 including when that engagement is through a limited company of which the Candidate is an officer or employee or has any other material connection with; ‘Introduction’ means (i) your interview of a Candidate in person or (ii) by remote means (such as video conferencing), following your instruction to us to search for a Candidate; or (iii) us providing you with a curriculum vitae or any other information which identifies a Candidate; ‘Remuneration’ includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Candidate for services rendered in respect of an Engagement.

Where the Candidate is provided with a company car, a nominal amount of £5,000 will be added to the annual salary in order to calculate our fee; ‘we’, ‘us’, ‘our’ means Consult Search & Selection Ltd; ‘Week’ means a calendar week; and ‘you’ or ‘your’ means you, our customer.


1.2.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision. 1.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 1.2.3 A reference to writing or written includes email.


2.1 Any written or verbal quotation which we provide and which is accepted by you, or any written or verbal request which you make for services and which is accepted by us will be subject to these Conditions which will form the basis of the contract between you and us.

2.2 At the point of any Introduction being made or Engagement being accepted (whichever is the earlier), you are deemed to have accepted these Conditions.


3.1 Before we introduce to you a Candidate you must give us accurate and complete details

of the vacancy you want us to fill. You will advise us if you consider that the Engagement is likely to be for a fixed period of less than 12 months.

3.2 You must decide whether a Candidate is suitable for your needs and at your own cost it is your responsibility to:

3.2.1 validate any references supplied by the Candidate;

3.2.2 ensure that any reference supplied or professional qualification claimed by the Candidate is valid;

3.2.3 ensure that the Candidate is entitled under law to validly accept the Engagement;

3.2.4 obtain and check work and other permits claimed by the Candidate;

3.2.5 arrange any medical examinations and/or investigations into the medical history of a Candidate to satisfy your medical or other legal requirements; and

3.2.6 carry out such aptitude or personality tests as may be required.

3.3 You agree to notify us verbally on the day when a Candidate accepts an Engagement and within 7 days of the acceptance of an Engagement, confirm in writing to us the Candidate’s acceptance of the Engagement together with details of the applicable Remuneration.


4.1 On the basis that you have given us accurate and complete details of your vacancy we will make the Candidate aware of your requirements.

4.2 We will use our reasonable endeavours to introduce a Candidate to you who appears to most closely match your requirements.


5.1 An introduction fee calculated in accordance with clause 5.2 will be charged in relation to any Candidate who commences an Engagement as a consequence of or resulting from an Introduction by or through us, whether direct or indirect, within 12 months from the date of the Introduction.

5.2 Except where clause 5.3 below applies our fee shall be the higher of:

5.2.1 the sum of £5,000; or

5.2.2 such sum as calculated in accordance with the table below:

Total Annual Remuneration and fee payable as percentage

£0 to £9,999 - 15%
£10,000 to £19,999 - 20%
£20,000 to £39,999 - 30%
£40,000 and above - 35%

5.3 Where the Engagement is for a fixed period of time less than 12 months and the contract with the Candidate is subsequently extended then a further fee is payable pro-rata having regard to the additional period of time that the Engagement is expected to continue for to a maximum of £5,000 provided that any further extensions that arise shall be subject to this provision on each further occasion always subject to the maximum fee due being £5,000.

5.4 We charge VAT at the prevailing rate on any fees payable by you.

5.5 We may from time to time negotiate a discounted or reduced fee in respect of an Engagement. Any discount or reduction on the fee set out in clause 5.2 above shall be confirmed to you in writing. In circumstances where a discounted or reduced fee has been agreed and you fail to make payment in accordance with the terms set out on our invoice, any discounted or reduced fee previously agreed shall revert to and be calculated in accordance with clause 5.2 above.

5.6 If you disclose to a third party the details of a Candidate which results in an Engagement with that third party within 12 months of the Introduction, you will be liable to pay to us a fee calculated in accordance with clause 5.2 above with no entitlement to any refund.


6.1 Our invoices are payable in accordance with the payment terms which are seven days following the date upon which you receive our invoice.

6.2 When you pay us this shall be conclusive of our charges for the Engagement.

6.3 If you do not pay your invoice on time we are entitled to:

6.3.1 charge you interest on all overdue debts at the rate of 8% per annum above the base lending rate of the Bank of England from time to time from the due date until the date of payment; and

6.3.2 charge you all our costs of recovering what you owe us including our administration costs,legal costs and any debt collection agency costs; and

6.3.3 suspend any further services until such time as the outstanding amounts have been paid.

6.4 If you fail to pay your invoice in accordance with clause 6.1 then we shall have no further obligation to source and provide a replacement Candidate pursuant to clause 7 below.


7.1 If a Candidate leaves an Engagement within 8 weeks of its commencement, which shall for the purpose of this clause 7 be deemed to be the first day that person is employed by you or by any means providing services to you, then you should notify us of the Candidate’s departure. Such notification should be in writing, include an explanation of the circumstances surrounding the termination of the Engagement, and be sent to our offices by recorded delivery within 7 days of the termination of the Engagement.

7.2 Upon receipt of such notice, and subject to the payment of fees in accordance with our payment terms, we shall use our reasonable endeavours to source and provide to you a replacement Candidate. Such Candidate shall be provided without an additional fee being charged.

7.3 If the original Candidate shall, within 3 months from the date of the cessation of the Engagement, be employed, engaged, contracted to provide services, or otherwise retained by you in any capacity then:

7.3.1 you must notify us of this in accordance with clause 3.3;

7.3.2 our obligation to find a replacement under this clause 7 shall cease forthwith; and

7.3.3 if a replacement candidate commences an Engagement with you then a further Fee as calculated in accordance with clause 5 shall be payable by you to us.

7.4 We will not provide a replacement Candidate:

7.4.1 where the Candidate is made redundant or leaves in circumstances which, if the Candidate had the qualifying period of service, could amount to constructive dismissal, unfair dismissal or a breach of contract or where the Candidate has been discriminated against on the grounds of any protected characteristic as set out in the Equality Act 2010 as amended;

7.4.2 unless you inform us in writing within 7 calendar days of the date of leaving that the Candidate’s Engagement has ceased together with an explanation of the circumstances surrounding the termination of the Engagement;

7.4.3 where you have failed to notify us of the engagement of the candidate in accordance with clause 3.3; or

7.4.4 where you have not paid our fee in accordance with clause 6.1 above and it is overdue for payment.


8.1 Subject to Clause 8.3 we are not liable to you for:

8.1.1 any loss of or damage to profit, revenue, savings, goods, data, use, contract, goodwill, reputation or business; or

8.1.2 any increase in costs or expenses or administrative time; or

8.1.3 any special, indirect or consequential loss or damage in each case however caused or arising, that results in any way from the Engagement of the Candidate and whether caused by our being in breach of contract or our negligence or other tort.

8.2 You shall indemnify us and keep us indemnified against any losses we incur arising out of any Engagement or arising out of any non-compliance with, and/or as a result of any breach of, these Conditions or any statutory obligations by you or any or your employees, officers, or agents.

8.3 Nothing in these Conditions is intended to limit or exclude our liability for fraud or for death or personal injury caused by our negligence and accordingly shall not limit out liability.


9.1 The following definitions apply in this clause 9:
‘Agreed Purposes’: for the parties to comply with their obligations under these Conditions, and for use to locate and present Candidates to you, and for you to assess and consider Candidates.

‘Controller’, ‘data controller’, ‘processor’, ‘data processor’, ‘data subject’, ‘personal data’, ‘processing’ and ‘appropriate technical and organisational measures’: as set out in the Data Protection Legislation. ‘Data Protection Legislation’

(a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

(b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data]. ‘EU GDPR’: the General Data Protection Regulation ((EU) 2016/679). ‘Permitted Recipients’: we and you, our employees and your employees, and any third parties engaged to perform obligations in connection with these Conditions.

‘Shared Personal Data’: the personal data to be shared between us under these Conditions. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject: identity data; contact data; and special category date (including race or ethnicity, religious or philosophical beliefs, information about health), and data about criminal convictions and offences. ‘UK GDPR’: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

9.2 This clause 9 sets out the framework for the sharing of personal data between us both as data controllers. We each acknowledges that one party (the ‘Data Discloser’) will regularly disclose to the other party (the ‘Data Recipient’) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

9.3 We each shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate our contract with immediate effect.

9.4 We each shall:

9.4.1 ensure that we both have all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;

9.4.2 give full information to any data subject whose personal data may be processed under these Conditions of the nature such processing. This includes giving notice that, on the termination of the contract between us, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

9.4.3 process the Shared Personal Data only for the Agreed Purposes;

9.4.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

9.4.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by these Conditions;

9.4.6 ensure that we both have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and

9.4.7 not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

9.5 We each shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, we each shall:

9.5.1 consult with the other about any notices given to data subjects in relation to the Shared Personal Data;

9.5.2 promptly inform the other about the receipt of any data subject access request;

9.5.3 provide the other with reasonable assistance in complying with any data subject access request;

9.5.4 not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other wherever possible;

9.5.5 assist the other, at the cost of the other, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

9.5.6 notify the other without undue delay on becoming aware of any breach of the Data Protection Legislation;

9.5.7 at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of our contract unless required by law to store the personal data;

9.5.8 use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

9.5.9 maintain complete and accurate records and information to demonstrate its compliance with this clause 9; and

9.5.10 provide the other with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.


10.1 You shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Conditions without our prior written consent.


11.1 All amounts due under these Conditions shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).


Except as set out in these Conditions, no variation shall be effective unless one of our Directors agrees to such a variation in writing.


If at any time we do not enforce any right or remedy under these Conditions or by law, any failure or delay by us to exercise any right or remedy provided under the Conditions or by law shall not constitute a waiver of that or any other right or remedy by us, not shall it prevent or restrict any further exercise of that or any other right or remedy by us. No single or partial exercise of any right or remedy provided under the Conditions or by law shall prevent or restrict the further exercise by us of that or any other right or remedy.


The headings and clause numbers in these Conditions are there for reference purposes only and do not affect the intended meanings of the clauses to which they relate.


We shall not be in breach of these Conditions nor liable to you for any delay or lack of performance of any of our obligations to you if such delay or lack of performance results from events, circumstances or causes beyond our reasonable control.


16.1 If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.

16.2 If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.

16.3 Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Conditions.


Nothing in these Conditions is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).


Nothing in these Conditions is intended to give any person who is not a party to any contract between us any rights to enforce it pursuant to the Contract (Rights of Third Parties) Act 1999.


These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales.