Terms of Business - Blair West

Terms of Business

Blair West
Scale of fees (exclusive of Value Added Tax)

1. Agency introduction fees

1.1. An Agency Introduction Fee is payable to Blair and West Limited (Blair West or “the Agency”) in respect of the permanent placement of candidates and fixed term contract candidates.

1.2. An Agency Introduction Fee will be determined by the nature of the search assignment and calculated based on the Candidate’s annual remuneration package as follows:

  • Retained, exclusive search assignment — 20.0%
  • Exclusive, wholly contingent search assignment — 22.0%
  • Multi-agency, wholly contingent search assignment — 25.0%

1.3. For the purposes of calculating annual remuneration in paragraph 1.2, the Candidate’s package will include annual gross salary, guaranteed bonuses, inducement payments, shift premiums, “golden hellos” and any other allowances. If the Candidate’s package shall include a company car it shall have a value of £7,500 for the purposes of calculating annual remuneration.

1.4. A minimum fee of £2,000 will apply to all placements unless otherwise stated or agreed with a Director of Blair West.

1.5. If a Candidate is Engaged within a period of twelve (12) months from the date of the latest introduction the Client shall pay the relevant fee in accordance with the above scale of fees.

1.6. Any CVs forwarded directly to a client, in connection with an exclusive assignment from whatever source, should be redirected to Blair West for inclusion in the Exclusive Search process.

1.7. Where the nature of the search assignment has not been agreed between Blair West and the Client, the assignment shall be assumed to be a Multi-agency, wholly contingent search assignment.

2. Fixed term contracts

2.1. Where an introduction results in a placement for a period of less than 12 months the fee will be calculated in accordance with the scale of fees set out in 1.2 adjusted on a pro-rata basis to reflect the term of the contract, subject to:

2.2. Where a placement is for 6 months or longer, a full 12 month fee will charged in accordance with the schedule of fees set out in 1.2.

2.3. A minimum fee of £2,000 will apply for Fixed Term Contracts.

2.4. No refund will be applicable for Fixed Term Contracts.

2.5. If a Fixed Term Contract becomes a permanent position an additional fee will be charged equivalent to a full permanent fee less any fees already charged in relation to the fixed term contract. This fee will be not be refunded under any circumstances.

3. Non-executive board appointments

3.1. For Non-Executive Board appointments or Board Advisory positions, unless a fixed fee has been separately agreed with a Director of Blair West, a fee will be charged equivalent to the greater of:

  • 50% of the candidate’s annual remuneration for the role; and
  • 10% of funds invested by the candidate, or to be invested by the candidate, prior to or in the 12 months following their appointment.

4. Retained assignments

4.1. In respect of Retained Assignment, the Agency Introduction Fee, as specified in 1 above, shall be payable in three installments as follows:

  • 4.1.1. Search Fee – One quarter (25%) due immediately on commencement of the assignment and non-refundable under any circumstances
  • 4.1.2. Progression Fee – One quarter (25%) due on progression of a candidate to second stage interview.
  • 4.1.3. Completion Fee – One half (50%) due when the Candidate accepts employment with the Client

4.2. If specific package details are unknown when calculating the Agency Introduction Fee, the Search Fee will be charged based upon an estimate, being the mid-point in any salary range provided. Once an offer has been agreed with a Candidate, then the actual fee will be used to calculate the Agency Introduction Fee and the remaining balance will constitute the Completion Fee.

4.3. Any CVs forwarded directly to a client, in connection with a retained assignment from whatever source, should be redirected to Blair West for inclusion in the Retained Assignment process.

4.4. In the event of a Candidate terminating, or of the Client lawfully terminating an engagement with a Candidate, who was appointed via a Retained Assignment, within 12 continuous months from the start of the engagement, Blair West will provide a replacement Candidate free of any charge or additional fee.

4.5. The 12-month free replacement as specified above is subject to the Client having met all of the terms identified in 5 below, to Blair West being appointed on a sole agency basis to identify the replacement, and to the nature of the role remaining materially consistent with the initial engagement.

4.6. Provision of a replacement candidate would preclude payment of any refund set out in 5 below.

5. Refunds

5.1. In the event of a Candidate terminating, or of the Client lawfully terminating the engagement, within 12 continuous weeks of the Candidate having commenced work for the Client, Blair West will reimburse the Client for any fees paid (excluding non-refundable fees) as follows:

  • Non-commencement — 100%
  • 1–3 weeks — 75%
  • 4–8 weeks — 50%
  • 9–12 weeks — 25%

The Refund is conditional upon:

  • 5.2. The Client having paid all fees due to Blair West, in relation to that assignment, within the payment terms
  • 5.3. The termination is not due to redundancy
  • 5.4. The Client notifying Blair West within one month of learning a Candidate will not commence Engagement, or ceases to be Engaged by the Client
  • 5.5. The Client giving Blair West the opportunity to provide a suitable replacement on a sole agency basis

Blair West
Terms of business

1. Definitions

1.1. In these Terms the following definitions apply:

  • “Blair West”
    Blair and West Limited (registered company no. 11724472) of 71 Grey Street, Newcastle-upon-Tyne, NE1 6EF
  • “Cancellation Fee”
    means the fee payable by the client to Blair West when the client withdraws an offer of Engagement made to the Candidate, after the Candidate has accepted the offer and which is calculated in accordance with clause 3.6.
  • “Candidate”
    means the person Introduced by Blair West to the Client for an Engagement including any officer, employee or other representative of the Candidate if the Candidate is a corporate body, and members of Blair West’s own staff;
  • “Client”
    means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to which the Candidate is Introduced;
  • “Engagement”
    means the engagement, employment or use of the Candidate by the Client or by any third party to whom the Candidate has been introduced by the Client, on a permanent or temporary basis, whether under a contract of service or for services; under an agency, license, franchise or partnership agreement; or any other engagement; or through a limited company of which the Candidate is an officer, employee or other representative; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;
  • “Introduction”
    means (i) the passing to the Client of a curriculum vitæ or information which identifies the Candidate or (ii) the Client’s interview of a Candidate (in person, by telephone or by any other means), following the Client’s instruction to Blair West to search for a Candidate; and, in either case, which leads to an Engagement of the Candidate; and “Introduces” and “Introduced” shall be construed accordingly;
  • “Introduction Fee”
    means the fee payable by the Client to Blair West for an Introduction resulting in an Engagement;
  • “Remuneration”
    includes gross 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 to or on behalf of the Client or any third party.

1.2. Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.

1.3. The headings contained in these Terms are for convenience only and do not affect their interpretation.

2. The contract

2.1. These terms of business and the attached Schedules (“the Terms”) constitute the contract between Blair West and the Client for the supply of permanent or contract staff (to be engaged directly by the Client) and are deemed to be accepted by the Client by virtue of an Introduction or the Engagement of a Candidate, or the passing by the Client of any information about a Candidate to any third party following an Introduction.

2.2. These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a director of Blair West, these Terms prevail over any other terms of business or purchase conditions (or similar) put forward by the Client.

2.3. No variations can be made to these Terms of Business without the written agreement of an authorized representative of Blair West.

3. Notification and fees

3.1. The Client agrees to:

  • 3.1.1. notify Blair West immediately of the terms of any offer of an Engagement which it makes to the Candidate;
  • 3.1.2. notify Blair West immediately that its offer of an Engagement to the Candidate has been accepted and to provide details to Blair West of the Remuneration agreed with the Candidate together with any documentary evidence as requested by Blair West; and
  • 3.1.3. pay the Introduction Fee, to be calculated in accordance with the provisions of this clause 3, by the due date for payment in clause 4.2.

3.2. The Introduction Fee calculated in accordance with clause 3.3 below is payable if the Client Engages the Candidate within the period of 12 calendar months from the date of (a) the Introduction, (b) the Client’s withdrawal of an offer of Engagement or (c) the Candidate’s rejection of an offer of an Engagement, (whichever is the later).

3.3. The Introduction Fee is calculated in accordance with the attached Scale of Fees based on the Remuneration applicable during the first 12 months of the Engagement.

3.4. Where the actual Remuneration is not known, Blair West will charge an Introduction Fee calculated in accordance with clause 3.3 based on its determination of the Remuneration taking into account the market rate level of remuneration applicable for the position in which the Candidate has been Engaged and with regard to any information supplied to Blair West by the Client and/or comparable positions in the market generally.

3.5. Where prior to the commencement of the Engagement Blair West and the Client agree that the Engagement will be on the basis of a fixed term of less than 12 months, the Introduction Fee will apply pro-rata subject to a minimum fee of £2,000. If the Client (a) extends the Engagement beyond the initial fixed term or (b) re-Engages the Candidate within 12 calendar months from the date of termination of the agreed period of the fixed term Engagement, then the Client shall be liable to pay a further Introduction Fee based on the additional Remuneration applicable for (a) the extended period of Engagement or (b) the period of the second and any subsequent Engagement, subject to the Client not being liable to pay a greater sum in Introduction Fees than the Client would have been liable for under clause 3.3 had the Candidate first been Engaged for 12 months or more. No refunds shall be payable in respect of such extension or re-engagements.

3.6. If, after an offer of Engagement has been accepted by the Candidate, the Client decides for any reason, other than those set out in clause 3.7, not to proceed with the Engagement, the client shall be liable to pay Blair West a Cancellation Fee of £5,000 unless otherwise agreed with a Director of Blair West.

3.7. The only instances where withdrawal of an offer by the Client shall not result in a Cancellation Fee are instances where the offer has been withdrawn due to negative Candidate references and/or learning of new information about the Candidate that would materially affect their ability to perform the Engagement.

4. Payment

4.1. The Client’s obligations under this clause 3 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.

4.2. The Introduction Fee shall be payable within 14 days of the date of Blair West’s invoice which shall be rendered once the Candidate has accepted an offer of Engagement in writing.

4.3. VAT is charged at the standard rate on all fees.

4.4. Blair West reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date

5. Refunds

5.1. If, after an offer has been made and accepted, the Engagement, once it has commenced, is terminated by either the Candidate or the Client (except in circumstances where the Candidate is made redundant before the expiry of 12 weeks from the date of commencement of the Engagement; then subject to the terms of clause 5.2 Blair West will refund the Introduction Fee in accordance with the accompanying Scale of Fees.

5.2. In order to qualify for the refund, set out in clause 5.1, the Client must comply with the provisions of clause 3.1 and must notify Blair West in writing of the termination of the Engagement or the non-commencement of the Engagement within 7 days of its termination or non-commencement.

5.3. For the purposes of this clause 5 the date of termination of the Engagement shall be the date on which the Candidate ceases working or would have ceased working for the Client, but for any period of garden leave or payment in lieu of notice, whichever is the later.

5.4. In circumstances where clause 3.5 applies, the full Introduction Fee is payable and there shall be no entitlement to a refund.

5.5. If subsequent to the Client receiving a refund the Candidate is re-Engaged within a period of 12 calendar months from the date of termination, then the refund shall be repaid to Blair West. The Client shall not be entitled to any further refunds in relation to the re-Engagement of this Candidate.

6. Introductions to third parties

Introductions of Candidates are confidential. If a Client discloses a Candidate’s details to a third party, that will be deemed to be a “Third Party Introduction”. If that Third Party Introduction results in an Engagement of the Candidate by the third party within 12 months of Blair West’s Introduction of the Candidate to the Client, then the Client will be liable to Blair West for payment of an Introduction Fee in accordance with clause 3. Neither the Client nor the third party shall be entitled to a refund of the Introduction Fee under clause 4 in any circumstances.

7. Suitability checks

7.1. Blair West endeavors to ensure the suitability of Candidates Introduced to the Client to work in the position which the Client seeks to fill by taking reasonably practicable steps to:

  • 7.1.1. ensure that it would not be detrimental to the interests of either the Client or the Candidate;
  • 7.1.2. ensure that both the Client and Candidate are aware of any requirements imposed by law or by any professional body; and
  • 7.1.3. confirm that the Candidate is willing to work in the position.

7.2. Notwithstanding clause 7.1 the Client shall be obliged to satisfy itself as to the suitability of the Candidate for the position they are seeking to fill. The Client is responsible for:

  • 7.2.1. taking up any references provided by the Candidate before Engaging the Candidate;
  • 7.2.2. checking the Candidate’s right to work and obtaining permission to work as may be required by the law of the country in which the Candidate is Engaged to work;
  • 7.2.3. the arrangement of medical examinations and/or investigations into the medical history of any Candidate; and
  • 7.2.4. satisfying any medical and other requirements, qualifications or permission required for the Candidate to work in the Engagement.

7.3. To enable Blair West to comply with its obligations under 7.1 above the Client undertakes to provide to Blair West details of the position which the Client seeks to fill, including the following:

  • 7.3.1. the type of work that the Candidate would be required to do;
  • 7.3.2. the location and hours of work;
  • 7.3.3. the experience, training, qualifications and any authorization which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position;
  • 7.3.4. any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;
  • 7.3.5. the date the Client requires the Candidate to commence the Engagement;
  • 7.3.6. the duration or likely duration of the Engagement;
  • 7.3.7. the minimum rate of Remuneration, expenses and any other benefits that would be offered;
  • 7.3.8. the intervals of payment of Remuneration; and
  • 7.3.9. the length of notice that the Candidate would be entitled to give and receive to terminate their employment with the Client.

8. Confidentiality and data protection

All information relating to a Candidate is confidential and subject to the Data Protection Act 1998 (“DPA”) and is provided solely for the purpose of providing work-finding services to the Client. Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes to abide by the provisions of the DPA in receiving and processing the data at all times. In addition, information relating to the Blair West’s business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain.

9. Liability

Blair West shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with Blair West seeking a Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client or from the failure of Blair West to introduce any Candidate. For the avoidance of doubt, Blair West does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.

10. Notices

All notices which are required to be given in accordance with this Agreement shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent.

11. Severability

If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by applicable laws.

12. Governing law and jurisdiction

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

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