Terms for Introductions
1.1 These terms apply to the introduction of candidates (and their CVs) to clients or prospective clients of Promoveo Partners Limited (the Company). The scope of these terms includes CVs sent directly to clients in response to specific client assignments or instructions and also to speculative introductions to clients or potential clients that subsequently, result in successful appointments.
1.2 Candidates will usually be introduced by the Company by sending their CV. If a client agrees to meet a candidate after an introduction by the Company and a resultant appointment is made a fee will be due in accordance with clause 4 of these Terms For Introductions.
2. Client’s Obligations
2.1 The Client agrees to inform the Company of any significant changes to the scope of any instruction.
2.2 Unless otherwise indicated, the Client affirms that the Company will invoice the Client at the instructed address, upon the earlier of written acceptance between candidate and Client parties or the start date of the candidate’s employment.
3. Company’s Obligations
3.1 The Company agrees to deliver suitable candidate CVs against the assignment as agreed in the instruction in as timely a fashion as is reasonably possible.
4. Fee Schedule – deal sourcing and search placement
4.0 For facilitating / originating a process that leads to a deal (e.g. MBO,)
fee will be 2.5% of the growth capital commitment – to be negotiated and agreed before the process progresses
4.1 It is agreed that the introductory fee (see below) will be due upon the Candidate’s acceptance of his or her offer of employment at the fee rate that has been agreed between the Company and the Client.
4.2 Standard introductory fees will be charged on the following basis for a mandated or non mandated search and subsequent appointment:
For a Full time position in a Portfolio Company:
Situation one: Full time appointments:
Executives – One third of first year’s salary, inclusive of tangible benefits.
Executive Chairman – One third of full time salary.
Full Time Operating Partner / Advisor – One third of retained annual salary.
Situation Two: Part time appointment:
Non- Executive Chairman or Director – 40 % of board appointed salary
For Interim consultancy projects and work (E.g. pre investment due diligence, etc.)
60 % of agreed daily rate between Investor and Executive
4.3 The Company’s invoices are to be paid within 21 days of the invoice date, unless earlier payment has been agreed.
4.4 VAT of 20% is to be added if the appointment is made in VAT registered jurisdictions
5.1 The Company agrees that if the introduced Candidate subsequently leaves the employment of the Client, for any reason, within the first four months of employment that the Company will endeavour to source a free replacement.
6. Suitability of Candidates
6.1 The Company makes no warranty or representation, express or implied, as to the suitability of any Candidate whose details are provided to the Client and does not guarantee that a Candidate will attend any interview or accept any position offered.
6.2 The Client shall be responsible for taking up any Candidate references (including the confirmation of any professional or academic qualifications) and shall satisfy itself as to the suitability of any Candidate prior to his or her engagement. The Client shall be responsible for arranging medical examinations and for obtaining any work and other permits or visas and shall satisfy any medical and other requirements or qualifications required by law.
6.3 The Company will not under any circumstances be responsible for any loss (including loss of profit), liability, damage, costs or expenses whatsoever suffered or incurred by the Client or any of their employees or other staff or property or arising from or in any way connected with the Company, the Candidate, the introduction by the Company of a Candidate or the engagement of any Candidate. Nothing in this clause shall exclude any liability for death or personal injury caused by the negligence of the Company or for gross negligence, bad faith or wilful misconduct of the Company.
7. Term & Termination.
7.1 This Agreement shall commence upon the date of the instruction.
7.2 It will terminate following the mutual agreement of both the Company and the Client. All relevant Company performance obligations will be fulfilled upon the introduced Candidate’s acceptance of an offer of employment from the Client.
8.1 All details of Candidates provided by the Company are made available to the Client in strict confidence for the sole information and sole use of the Client and on the basis that the details and any other associated information is not to be disclosed to any other person without the Company’s prior written consent.
8.2 Without the prior written consent of the Client the Company shall not disclose information (including, but not limited to, information relating to the business, operations, methodologies, technologies, personnel, vendors, financial condition or procedures of the Client and its affiliates) received by the Company in connection with the performance of its services.
9.1 The Company reserves the right to introduce the introduced Candidates to other clients of the Company unless otherwise expressly agreed between the Company, the Client and the Candidate, and the Company shall be under no obligation to introduce a particular Candidate to the Client.
10.1 The Client agrees to indemnify the Company, its directors, officers, employees, agents and representatives in respect of all claims, liabilities, direct losses and damages and expenses arising out of or relating to a) any engagement or rejection of any Candidate by the Client including all claims of discrimination or b) the Client’s use of any information or Candidate details provided by the Company.
11.1 This Agreement shall be governed by and construed in accordance with US Federal law and the Company and Client submit to the exclusive jurisdiction of the US courts unless otherwise re-negotiated based on a specific regional or market relationship.