Terms of Business

1. Interpretation

   1. In these terms of business (“the Terms”) the following expressions shall have the following meanings that is to say:

      “Candidate”	means a person introduced by Midas to the Client to be considered for an Engagement whether in respect of a Vacancy or on a speculative basis by Midas and in the case of such an individual who wishes to be considered for such an Engagement through the vehicle of a company shall include both the individual and that company.
      “Client”	means the person, firm, local authority, charity, body corporate or other organisation who approaches Midas with a view to engaging or otherwise employing a Candidate or to whom a Candidate is introduced by Midas.
      “Client Engagement”	has the meaning ascribed to that term in clause 3.1.1.2.
      “Employment Agency”	has the meaning as defined in the Employment Agencies Act 1973.
      “Engagement”	means appointment, engagement, employment, hire or other use (directly or indirectly) and “Engage” shall be construed accordingly. “Engagement” includes both PAYE and non-PAYE roles of all types including (without prejudice to the generality of the foregoing) non-executive directors, commission-only roles, agents and consultants.
      “Discounted Fee”	has the meaning ascribed to that term in clause 4.5.
      “Executive Search”	has the meaning ascribed to that term in clause 2.4.
      “Midas”	means Midas Selection Limited, Company Number 3022800.
      “Regulations”	means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 or such other regulations as may replace or amend the same.
      “Salary”	means the annual basic gross salary at the date of the commencement of an Engagement together with any anticipated or actual bonus, guaranteed commission, allowance, inducement payments, company car and all other payments, both taxable and non-taxable emoluments, payable in respect of services rendered and where a company car is provided a value of £5000 is to be added in respect of it.
      “Scale”	means the Scale of Fees adopted by Midas as shown in clause 10.
      “Staff Engagement”	has the meaning ascribed to that term in clause 3.1.3.
      “Standard Fee”	has the meaning ascribed to that term in clause 4.1.
      “Third Party”	means any person, firm or corporation (including any subsidiary, associated or holding company of the Client) other than the Client.
      “Third Party Engagement”	has the meaning ascribed to that term in clause 3.1.2.
      “Vacancy”	means the specific vacancy post or position in respect of which the Client requests Midas to introduce a Candidate.
      “Vacancy Engagement”	has the meaning ascribed to that term in clause 3.1.1.1.

   2. In these Terms words importing the singular include the plural and vice versa and references to the masculine include the feminine and vice versa.

   3. The headings contained in these Terms are for convenience only and do not affect the interpretation of the Terms.

   4. Any and all business undertaken by Midas is transacted under these Terms. These Terms shall be incorporated in any agreement between Midas and the Client. 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 Midas. No variation in these Terms shall be valid if made without the written consent of a director of Midas.

   5. The Client continuing to instruct or deal with Midas, the interviewing by or on behalf of the Client or the Engagement of a Candidate or the commencement by a Candidate of work for or the provision of services to the Client (whichever comes first) shall be deemed acceptance of and agreement to these Terms.

   6. These Terms supersede all previous terms of business.

   7. The complete or partial invalidity or unenforceability of any provision herein for any purpose shall not in any way affect the validity or enforceability of such a provision for any other purpose or the remaining provisions. Any such provisions shall be deemed severed for that purpose subject to such consequential modification as may be necessary for the purpose of such severance.

2. Obligations of Midas

   1. Midas will use reasonable endeavours to introduce to the Client a suitable Candidate to fill the Vacancy. Midas gives no warranty as to the suitability of the Candidate and the Client accepts that no warranty as to the suitability of the Candidate can be given by Midas.

   2. Midas does not and cannot guarantee to find a suitable Candidate for the Vacancy.

   3. Midas shall act as an Employment Agency in respect of the Engagement of a Candidate to fill the Vacancy. It shall have no authority to Engage any person on behalf of the Client. The Client acknowledges that Midas has no authority to enter into any Engagement on behalf of a Candidate.

   4. An Executive Search is an enhanced service where Midas is exclusively retained by the Client to identify one or more Candidates to fulfil a Vacancy by whichever means Midas considers appropriate, but which will usually involve direct approaches to a predetermined and agreed target list of desirable Candidates. Midas may also use advertised selection to fulfil this service, in such media as are agreed between Midas and the Client or in the absence of an agreement then such media as Midas considers appropriate.
      

3. Obligations of the Client

   1. The Client will notify Midas immediately upon the occurrence of any of the following events:

      1. the commencement of an Engagement of a Candidate by the Client:

         1. in respect of the Vacancy (“a Vacancy Engagement”); and

         2. in respect of any other post position or vacancy with the Client where such Engagement occurs within 12 months of the introduction of the Candidate to the Client (“a Client Engagement”).

Important note: the Engagement of any Candidate by the Client constitutes a Vacancy Engagement or a Client Engagement by the Client in respect of which a fee is payable by the Client to Midas in accordance with clause 4 or 5. This is the case even where the Candidate is known to the Client already as much of Midas’ skill and effort is expended in establishing the status of a Candidate and matching their capabilities to the Vacancy.

1. the commencement of an Engagement of a Candidate by any Third Party where such Engagement is the result (directly or indirectly) of the Client introducing the Candidate to such Third Party and such Engagement takes place within 12 months of the introduction of the Candidate to the Client (“a Third Party Engagement”);

2. the commencement of an Engagement of a former employee or contractor of Midas by the Client where such Engagement occurs within 12 months of the termination for any reason of the employee’s employment with Midas (“a Staff Engagement”);

3. the offer of Engagement made in respect of any of the above by the Client or the Third Party as the case may be;

4. the acceptance of the offer of Engagement in respect of any of the above by the Client or the former member of staff as the case may be.

1. The Client shall satisfy itself as to the suitability of any Candidate for the purposes of the Vacancy. Without prejudice to the generality of the foregoing, it is acknowledged by the Client that it is for the Client to take up references, to check the validity of qualifications and to ensure that the Candidate is capable of operating any equipment and/or machinery to the necessary level. The Client shall be responsible for obtaining any work and other permits and for ensuring that the Candidate satisfies any medical requirements or other qualifications that may be appropriate or required by law.

2. The Client undertakes not to employ or seek to employ members of the staff of Midas.

3. The Client shall provide Midas with such information as is required under the Regulations.

4. The Client consents to the disclosure by Midas to Candidates of information relating to the Client.

1. Fees

   1. The standard fee payable by the Client to Midas in respect of the Engagement of a Candidate or a former employee or contractor of Midas as the case may be (“the Standard Fee”) shall become due immediately upon the commencement of:

      1. a Vacancy Engagement;

      2. a Client Engagement;

      3. a Third Party Engagement; or

      4. a Staff Engagement.

   2. The Standard Fee shall be calculated as a percentage of the Salary of the Candidate or the former employee or contractor of Midas as the case may be in accordance with the Scale shown in clause 10.1. VAT shall be payable thereon at the prevailing rate where applicable.

   3. Advertising costs and any expenses to be incurred by Midas must be agreed in writing before the same are incurred and will be payable by the Client immediately irrespective of whether a Candidate is Engaged in respect of the Vacancy.

   4. Subject to clause 5.2.1 all monies due to Midas from the Client shall be paid within 14 days of the date of invoice by Midas.

   5. Midas may agree in writing from time to time to accept a lower sum than the Standard Fee (“the Discounted Fee”) in respect of the Engagement of a Candidate to fill the Vacancy provided that the Discounted Fee (together with VAT thereon at the prevailing rate where applicable) is paid within 14 days of the date of the invoice sent in respect of the Standard Fee. In the event that the Discounted Fee is not paid by the Client within 14 days then the Standard Fee shall apply. For the avoidance of doubt, the entitlement of the Client to pay the Discounted Fee shall only arise in the case of a Vacancy Engagement.

   6. Midas reserves the right to charge the Client interest and administrative charges in respect of any amount outstanding after the period for payment set out in clause 4.4 above (both before and after any judgment) from the date of invoice up to and including the day of payment in accordance with the provisions of The Late Payment of Commercial Debts (Interest) Act 1998. Midas also reserves the right to charge the Client for any professional fees reasonably incurred in obtaining payment of sums due to it by the Client.

2. Executive Search Fees

   1. The fee for the Executive Search service is a percentage of the anticipated Salary for the Vacancy calculated in accordance with the table set out in clause 10.

   2. The fee is payable in the following instalments unless an alternative payment schedule is agreed in writing between Midas and the Client prior to the work of Midas commencing:

      1. one half of the anticipated fee is due on the Client giving instructions to Midas to act on their behalf;

      2. the balance of the fee is due on the date on which the Candidate commences the Engagement with the Client.

   3. In the event that no offer or appointment is made in respect of the Vacancy, none of the instalment payments already paid will be refunded to the Client.

   4. If the Client withdraws or cancels the instruction to Midas to proceed with an Executive Search campaign, or materially alters its instructions submitted to Midas once the campaign has started or fills the Vacancy by means other than by the exclusive retained services of Midas and accordingly the Executive Search campaign is not concluded for whatever reason then fees will be chargeable to the Client for each stage of the search that has commenced.

3. Termination

Either party may terminate this agreement on 3 months’ written notice. On termination of this agreement for whatever reason, the Client’s obligation to pay fees to Midas in accordance with clauses 4 and 5 remains.

7. Liability and indemnity

   1. Nothing in this clause 7 shall be construed as purporting to exclude or restrict the liability of Midas to the Client for: personal injury or death resulting from negligence (as defined in the Unfair Contract Terms Act 1977, as amended from time to time); any fraud or fraudulent statement by Midas; nor any statutory liability or any exclusion or limitation which is prohibited by law.

   2. Neither Midas nor any of its staff shall be liable under any circumstances:

      1. for any loss of profit, loss of business, loss of goodwill, loss of savings, loss of data, claims by third parties, loss of anticipated savings, whether direct or indirect in each case; or

      2. for any indirect loss or consequential loss whatsoever and howsoever caused (even if caused by Midas’ negligence and/or breach of contract and even if Midas was advised that such loss would probably result).

   3. Midas’ aggregate liability to the Client for any claims, losses, damages or expenses whatsoever and howsoever caused arising out of these Terms, including (but not limited to) liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including but not limited to negligence) and breach of statutory duty shall not exceed the total charges (excluding VAT) paid by the Client to Midas under these Terms in the 12 months prior to the event giving rise to the claim.

   4. Neither Midas nor any of its staff shall be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with any act or omission of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise.

   5. In consideration of Midas entering into an agreement with the Client into which these Terms are incorporated, the Client hereby undertakes to indemnify Midas in respect of any and all liability of Midas for:

      1. any loss, injury, expense or delay suffered or incurred by a Candidate, howsoever caused; and

      2. any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise,

PROVIDED that this indemnity is given only in respect of any such loss, injury, damage, expense or delay caused during or arising directly or indirectly out of or in any way connected with an Engagement.

1. The Client acknowledges that the limitations and exclusions of the obligations and liabilities of Midas as set out herein are reasonable and reflected in the fee payable to Midas hereunder and shall accept risk and/or insure accordingly.

1. Data Protection

   1. In these Terms, “Data Protection Legislation” means up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter:

      1. until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and then

      2. any successor legislation to the GDPR or the Data Protection Act 1998.

   2. Each party, as Data Controller of its own data, will comply with the Data Protection Legislation.

   3. Where each party acts as Data Processor (as defined in the Data Protection Legislation) for the other party’s data, it will comply with the 7th principle of the Data Protection Legislation. Consistent with the requirements of the 7th principle such party shall:

      1. act only on instructions from the other party in respect of any Personal Data (as defined in the Data Protection Legislation) processed by it;

      2. have technical and organisational measures in place against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data held or processed by it, appropriate to the harm that might result from such unauthorised or unlawful processing or loss, destruction or damage to Personal Data and the nature of the Personal Data;

      3. take all reasonable steps to ensure the reliability of any of its staff who have access to Personal Data processed in connection with these Terms; and

      4. not transfer the Personal Data provided by the other party to a country or territory outside of the European Economic Area without ensuring the Personal Data is afforded adequate protection within the meaning of the Data Protection Legislation.

2. Miscellaneous

   1. Midas reserves the right to revise these Terms from time to time and shall give the Client one month’s notice of any material changes.

   2. These Terms shall be governed by and construed in accordance with the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

   3. The person signing these Terms on behalf of the Client hereby warrants that they are authorised by the Client to enter into an agreement incorporating the Terms.

3. Scale of Fees

Midas standard fee percentages which shall be charged to the client pursuant to the Terms of Business are calculated in accordance with the table shown below.

SALARY RANGE	FEE PERCENTAGE
<£39,999	25%
£40,000 - £79,999	30%
>£80,000	35%

Signed

Name: Nathan Jones

Position: Managing Director

On behalf of Midas Selection Ltd