terms and conditions
These Terms and Conditions of Business (“Terms”) are agreed between Cogence Search Limited of 1 Alie St, London, E 18DE (“Cogence”) and you the client and any subsidiary, affiliate or associated company.
1.1 In these Terms the following expressions shall be given the following meanings:
“Candidate” means a person introduced by Cogence to you to be considered for an Engagement;
“Engagement” means the employment, hire or other use, directly or indirectly and whether under a contract of service or otherwise and on a permanent, temporary, contract or other basis of a Candidate by or on behalf of you;
“Fee” means the fee payable by you to Cogence in accordance with clause 2.
“Introduction” shall mean the verbal or written communication of a candidates profile and/or curriculum vitae and/or identity by Cogence, its staff, servants or agents to you. Any candidate introduction remains valid for 12 months following the introduction and where a recruitment process has taken place following the end of such process.
“Recruitment process” means the selection and interview of a candidate and all ongoing discussions and negotiations in relation to such candidate.
1.2 Acceptance by you of these Terms is deemed to have taken place upon the first of:
written acceptance by you of these Terms;
agreement in writing or email by a representative of you that Cogence is authorised to undertake work in relation to specific jobs/vacancies/assignments;
acceptance/introduction of any Candidate by Cogence to you or any of your representatives;
the commencement of an Engagement; or
the interviewing of a candidate introduced to you by Cogence or interviewed on your behalf by cogence at your express request.
1.3 These Terms shall apply to any Engagements in relation to any of your divisions, subsidiaries, and parent or associated organisations.
1.4 Any and All business undertaken between you and Cogence is transacted subject to these Terms, all of which shall be incorporated in any agreement between Cogence and you. In the event of any conflict between these Terms and any other terms and conditions, these Terms shall prevail unless expressly otherwise agreed in writing by a Director of Cogence.
1.5 Any changes/variations to these Terms will not be valid unless they are agreed in writing by either a Director of Cogence.
1.6 The complete or partial invalidity or unenforceability of any provision in these Terms for any purpose shall in no way affect the validity or enforceability of such a provision for any other purpose or the remaining provisions of these Terms. Any such provisions shall be deemed to be severed for that purpose subject to such consequential modification as may be necessary for the purpose of such severance.
1.7 These Terms supersede all previous terms of business.
2.1 Our fee shall be based on candidates annualised remuneration as defined within paragraph 2.2 below and is payable at the following rates 25% for Assistant/Associate or of Counsel, 30% for Partners and General Counsel and 20% for non-solicitor or barrister Support Staff and shall become payable to Cogence by you immediately upon the commencement of an Engagement.
2.2 First Year Total Remuneration shall be comprised of:
the Candidate’s annual basic salary as agreed in writing with the Candidate;
any guaranteed bonuses and joining fees;
any company car allowances, which shall be added to base salary for the purpose of fee calculation at a fixed rate of £5,000 per car; and
any relocation and accommodation allowances.
2.3 In the event that an Engagement is undertaken on a temporary or contract basis for less than 6 months, the Fee payable by you to Cogence shall be pro-rated in relation to the length of that Engagement, unless otherwise agreed in writing by Cogence.
2.4 Our fees are subject to V.A.T. at the prevailing rate at the time of placement.
3. Payment Terms
3.1 You shall notify Cogence immediately upon becoming aware of the proposed start date of an Engagement.
3.2 Invoices will be issued by Cogence upon receiving confirmation from you or the Candidate of the start date of an Engagement and shall become due and payable within 28 days of the commencement of the Engagement.
3.3 Cogence reserves the right to charge you interest in respect of any amount outstanding after the period for payment set out in clause 3.2 above (both before and after any judgment) from the date of invoice up to and including the day of payment at the rate of 4% per annum above the base rate from time to time of Barclays Bank.
In the event that an Engagement is terminated within the first 12 weeks of its commencement, Cogence will refund the fee on the following terms: -
0-4 weeks 100% refund
5-9 weeks 60% refund
9-12 weeks 50% refund
13 weeks + 0% refund
Always provided that: -
the Engagement is terminated in accordance with your Human Resource Policy and Procedures; or
the Candidate resigns of their own volition; and
the Fee has been paid by you in full within 28 days of the invoice date; and
you notify Cogence of the termination of the Engagement in writing within 2 days of such termination.
5. Search and Selection Retained Assignments
In the event that Cogence is required to undertake specific retained search or selection assignments on behalf of you a bespoke term sheet will be produced in conjunction with you prior to the commencement of the process.
6.1 Cogence (including all of its staff, associates and agents) shall not under any circumstances be liable for loss, damage, delay or expense incurred directly or indirectly by you as a result of any introduction of any Candidate by Cogence or from or in connection with an Engagement and, in particular, but without limitation to the foregoing, any such loss, damage, delay or expense arising from or in any way connected with:
a failure of the Candidate to meet your requirements;
any act or omission of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; provided that nothing in this clause 6.1 shall be construed as purporting to exclude or restrict liability of Cogence to you for personal injury or death resulting from negligence, for fraud or for any exclusion or limitation which is prohibited by law.
any loss, injury, damage, expense or delay incurred or suffered by you or a Candidate;
6.2 You acknowledge that it is your responsibility to take up references and arrange any occupational health/medical examinations and to obtain any necessary work or employment permits in respect of all Candidates prior to an Engagement.
6.3 Cogence will use its reasonable endeavours to introduce you to suitable Candidates to carry out such work as you shall notify Cogence when advising us of any vacancies, however, you accept that no warranty as to the suitability of the Candidate can be given by Cogence and we cannot guarantee to find a suitable Candidate for each vacancy.
7. Confidentiality and Data Protection
7.1 Cogence will endeavour to preserve the confidentiality of any confidential information which you provide to Cogence, however, you consent to the disclosure by Cogence to Candidates of any relevant information relating to you.
7.2 You undertake to preserve the confidentiality of any confidential information provided to you by Cogence or by a Candidate.
7.3 Each party shall comply with any data protection, privacy or similar laws anywhere in the world, including but not limited to the Data Protection Act 1998, that apply in relation to any personal data processed in connection with any Candidates or an Engagement.
These Terms shall be governed by the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England.
Cogence Search Limited Registered in England under Number 6900264 Registered office address: 1 Alie Street, London, E18DE