TERMS OF BUSINESS

1.       SEARCH

a. Leadership (‘AL’) shall work with the Client to develop written specifications for the position, including the duties, responsibilities, goals and objectives, and the type of backgrounds and experience that would be most desirable. AL and Client shall jointly be referred to as the ‘Parties’ and individually as a ‘Party’, where the context so permits.

b. The Client may alter the specifications of the Search within the first twenty-one (21) days. Thereafter any material alteration (i.e., any change which shall require mapping of a different pool of candidates) of the agreed upon specifications shall require the initiation of a new Search, or an additional fee, to be mutually agreed in writing bythe Parties.

c. The Client shall ensure to clearly indicate those areas of the Search that are necessary to be kept confidential and provide comprehensive and accurate information about their company, to be communicated to the candidates. 

d. AL shall identify the greatest possible number of potential candidates to the Client (long list/progress report), who shall be screened by our team to determine the details of their backgrounds and experience and to cultivate their interest in the position. 

e. Only candidates thoroughly evaluated from the long list will be included in the final Shortlist/progress report, which is defined as a list of up to 5 candidates meeting the mandate’s specifications. This Shortlist, detailing candidates’ experience and expectations, will be presented within 4-6 weeks of signing the Search Agreement, or as otherwise agreed in the Search Agreement.

f. AL shall only refer qualified candidates who measure up to the high standards of the Client, without regard to race, creed, color, national origin, veteran status, religion, gender, sexual orientation, marital status, disability, age, or any other legally proscribed criteria.

g. AL shall assist the Client at all stages of the hiring process, including conducting standard reference checks, where requested by Client. However, the Client shall be responsible for conducting any background checks including confirming academic or professional qualifications, arranging medical or other investigation of any potential employee and obtaining any work or other permits, where necessary. If a Client wishes for AL to conduct a thorough background check, AL shall facilitate this by engaging a third party, at an additional cost.

h.     The Client shall work with AL exclusively for the duration of the Search assignment and shall not advertise or use other recruitment methods without first discussing such a strategy with AL, as more than one approach to the candidate marketplace may cause confusion and lower the value of the opportunity. 

i. If, during the Search, any potential candidate(s) come to the Client’s attention, including any internal or external candidates, they must be referred to AL for inclusion in the Search process for comparison to the candidate(s) AL is evaluating for the Position. In order to engage with the most suitable candidate for the mandate, the Search shall be conducted on an exclusive basis and all internal or external inquiries or recommendations received by the Client shall be shared with AL for inclusion in the Search. 

j.         In order to successfully conclude the Search process the Client shall ensure to provide timely feedback on the position specifications, background information of its company, schedule interviews promptly with candidates and be available to discuss the challenges in the marketplace so that effective steps may be taken to improve the process, if required. In all circumstances the Client remains responsible for its decisions on the suitability of candidates.

2.      FEES, EXPENSES AND PAYMENT TERMS

a. AL conducts searches solely on a retained fee basis. Our professional service charge for conducting a Search, i.e., for any candidate referred by AL and hired by the Client or its affiliates, within 12 months of the referral, is one third (33.33%) of the selected Candidate Compensation (‘Company Fee’).

b. Candidate Compensation/Compensation shall be defined as the annualized, first year, total cash compensation of the selected candidate, including base salary, target bonus, signing bonus, and where applicable, cash value of allowance or incentives, but does not include equity, or relocation reimbursement, if any, unless agreed otherwise in the Search Agreement. 

c. For the purposes of determining the Estimated Fee of the Company, the Candidate Compensation shall be predetermined (‘Estimated Compensation’) and specified in the Search Agreement.

d. All payments shall be invoiced in three stages, unless agreed otherwise in the Search Agreement, as follows:

(i) A Retainer Fee/First Payment: calculated as one third of the Estimated Fee of the Company, shall be invoiced upon execution of the Search Agreement.

(ii) A Working Fee/Second Payment: calculated as one third of the Estimated Fee of the Company, shall be invoiced upon presentation of the Shortlist or thirty days from the date of the first invoice, whichever is earlier.

(iii) A Completion Fee/Third Payment: calculated as either (i) one third of the candidate's actual annual Compensation, offered to the appointed candidate, less the first two payments, invoiced upon the candidate's acceptance of the Client's offer; or (ii) one third of the Estimated Fee of the Company, invoiced at 60 days from the date of the first invoice, with a final invoice to cover any upward adjustment upon the candidates acceptance of the Client's offer.

e. The fees shall be net of any applicable taxes, payable within fifteen (15) business days of receipt of invoice. All applicable taxes shall be borne by the Client.

f. AL reserves the right to charge a monthly 1% interest on the outstanding balance that remains unpaid after the due date of the invoice, or as agreed between the Parties in the Search Agreement (Late Fee Payment).

g. Expenses or administrative costs necessarily incurred during a Search, such as candidates’ and consultants’ travelling and hotel expenses, communication, administrative and meeting costs, and other similar expenditure, shall be charged at cost or the Parties may jointly agree to administrative fee and/or expenses, in the Search Agreement.

h. Cancellation Policy: Payment of the Company Fee is not dependent upon the appointment of a candidate. Should the Search be cancelled within 2 weeks of signing the Agreement, only first payment shall be due. If the Search is cancelled after 2 weeks but before the Shortlist is presented, the first two payments remain due. Should the Search be cancelled after the Shortlist is presented, the remaining Estimated Fee of the Company becomes payable. At all times, where applicable, any outstanding expenses and administrative fees shall remain payable.

i. Should a candidate not introduced by AL be offered, and accept the position, the Search fees and expenses become payable as per the Cancellation Policy. The appointment of an internal Candidate shall be treated as if the candidate were introduced by AL.

j. Should the Client require the Search be placed on hold, they shall immediately inform AL in writing. AL shall automatically resume the Search within sixty (60) days of the hold date, unless intimated by the Client, in writing, to resume the Search at an earlier date. If the Client remains unresponsive and no further work is pending, AL shall raise the final invoice, payable within 10 days of receipt.

k. Additional Placements: If any candidate introduced by AL is subsequently placed at a different position by the Client or referred to other employers by the Client with a resulting engagement, 12 months from the introduction/referral (‘Additional Placement’), AL shall be entitled to an additional fee as follows:

(i) Executive role: 1/3 of the placed Candidate’s Compensation unless agreed otherwise in the Search Agreement.

(ii) Non-executive role: Mutually agreed between the Parties.

3. GUARANTEE

a. If an appointed candidate’s contract is terminated by the Client, or the candidate leaves within six (6) months of commencement (unless otherwise agreed in the Search Agreement) AL shall initiate a replacement search.  This applies if termination or resignation was due to any reason other than death, disability, company relocation, changes in job specification, restructuring or redundancy. The Client must notify AL within 15 days ofthe candidate's departure to initiate the replacement search.

The replacement search may not be applied toward a different search assignment and may only be conducted upon the specifications agreed in the original assignment. This guarantee is limited to one replacement search only, provided no outstanding fees under the original assignment are due to AL.

b. Except as otherwise agreed in the Search Agreement, AL shall not charge any additional fee for there placement search. Notwithstanding the above, if the replacement candidate's Compensation is greater than the Compensation of the original candidate, AL shall recalculate the Company Fee based on the replacement candidate's Compensation. Any additional amount due to AL shall be invoiced following the replacement candidate’s acceptance of the client’s offer.

4. DATA PRIVACY

a. AL and the Client shall constitute data controllers in common in respect of the personal data of candidates and prospects (‘data subjects’) 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 (‘Personal Data’).

b. The Client shall be responsible for complying with all applicable data  protection laws relevant to its processing of the personal data concerned and shall ensure that it takes appropriate technical and organisational measures to safeguard the security of the personal data in its possession and control.

c. The Client shall co-operate in relation to any exercise by a data subject of its rights in relation to the personal data that maybe held by the Client and shall ensure that its processing activities are communicated to the relevant data subjects in accordance with the applicable law.

d. The Client shall not retain the Personal Data for longer than is necessary for its purpose, unless otherwise required or permitted by law.

5. CONFIDENTIALITY

a. Confidential Information includes, but is not limited to information, technical data, or know-how, including but not limited to the Party’s (“Disclosing Party”) operations, processes, systems, marketing and/or financials disclosed to the other Party (“Receiving Party”). This includes all documentation marked as ‘confidential’ or not.

All information provided to the Client relating to a Candidate is strictly confidential and shall not be used for any purpose other than assessing their suitability for the position.           

b. The Receiving Party recognizes that it shall be exposed to sensitive and confidential information and therefore shall not disclose any information provided by the Disclosing Party, whether confidential or not, to any person or entity except to such persons who are required to have such information to perform their duties/obligations. The Parties shall use all reasonable precautions to prevent inadvertent disclosure of confidential information to others.

d. Either party shall immediately notify the other party if it becomes aware of the possession, use or knowledge of any of the Confidential Information by any unauthorised person, whether during or after the term of the Agreement and shall provide such assistance as is reasonable to deal with such an event.

6. INTELLECTUAL PROPERTY             

Each Party shall exclusively own all intellectual property rights, including, without limitation, all copyrights, patents, trademarks and trade secrets (“Intellectual Property Rights”) pertaining to their pre-existing intellectual property. AL shall exclusively own all Intellectual Property Rights to the work product created and/or provided to the Client during the Search.

a. AL work product shall include, but is not limited to reports, documents, research, activity updates, summaries, data, advise, materials, formats and derivative works in connection with AL’s performance of the Services (“Work Product”). Notwithstanding the above, AL conveys no intellectual property ownership rights to Candidate CVs.

b. The Client shall have a limited license to use the work product for the duration of the mandate.  

c. AL hereby acknowledges the Client’s right, title and interest to material, formats and documents provided to AL during the Search and AL shall not infringe or allow the Client’s Intellectual Property Rights to be infringed. It is understood by the Parties that the information provided to the Client, as aresult of the Services, shall be the Intellectual Property of AL, any third party and/or the Candidate, as applicable.

8. GENERAL

a. Capitalized terms used in these Terms of Businessand not otherwise defined herein shall have the same meaning given under the Search Agreement.

b. These Terms of Business and the Search Agreement shall in all respects be interpreted, enforced, and governed by and in accordance with the internal substantive laws (and not the laws of choice)  of the State of New York, without regard to its conflict of laws principles, unless otherwise agreed in the Search Agreement.

c. If either party breaches the Terms of Business or the Search Agreement, and litigation results, the non-breaching party, determined by a court of competent jurisdiction, shall be entitled to reimbursement of any costs, including attorney fees, incurred as a result of that breach.

d. AL shall not be liable for any loss, expense, damage, delay, costs, or compensation (whether direct, indirect, special, incidental or consequential) regardless of the form of action, even if advised of the possibility of such damages. This clause does not limit any liability that cannot legally be excluded, and in no event shall AL's aggregate liability exceed the fees received for a specific mandate as defined in the Search Agreement.

e. The language of interpretation for the Terms of Business and any Search Agreement executed witha Client shall be English.

f. In the event of a conflict between the Terms of Business and the Search Agreement, the terms of the Search Agreement shall prevail.

g. These Terms of Business are subject to change from time to time, in line with the Company's business requirements.