1.1 In these Terms of Business the following definitions apply:
1.2 Unless the context requires otherwise, references to the singular include the plural.
1.3 The headings contained in these Terms of Business are for convenience only and do not affect their interpretation.
2.1 These Terms constitute the contract between Picea Ventures and the Client and are deemed to be accepted by the Client by virtue of an Introduction to, or the Engagement of an Applicant or the passing of any information about the Applicant 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 Picea Ventures, these Terms of Business prevail over any other terms of business or purchase conditions put forward by the Client.
2.3 No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between Picea Ventures and the Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.
3.1 The Client agrees:
3.2 Except in the circumstances set out in clause 5.1 below, no fee is incurred by the Client until the Applicant signs the Client’s Contract of Employment, when Picea Ventures will render an invoice to the Client for its fees.
3.3 Picea Ventures reserves the right to charge interest on invoiced amounts unpaid for more than 14 days at the rate of 10% per annum above the base lending rate from time to time of the Bank of England from the due date until the date of payment.
3.4 The fee payable to Picea Ventures by the Client for an Introduction resulting in an Engagement is calculated in accordance with the fee structure applicable during the first 12 months of the Engagement. VAT will be charged on the fee if applicable.
3.5 In the event that the Engagement is for a fixed term of less than 12 months, the fee in clause 3.4 will apply pro-rata. The minimum duration for any fixed term Engagement will be 3 months. If the Engagement is extended beyond the initial fixed term or if the Client re-engages the Applicant within 6 calendar months from the date of termination of the first Engagement the Client shall be liable to pay to Picea Ventures a further fee based on the additional Remuneration applicable for the period of Engagement following the initial fixed term up to the termination of the second Engagement or the first anniversary of its commencement, whichever is the sooner.
3.6 If the Client subsequently engages or re-engages the Applicant within the period of 12 calendar months from the date of termination of the Engagement or withdrawal of the offer, a full fee calculated in accordance with clause 3.4 becomes payable.
3.7 There will be a minimum fee of 50,000 SEK (or in the equivalent currency in a 1:1 calculation in the respective currency) for any permanent or interim placement.
3.8 For the avoidance of doubt, should the Client hire any Applicant directly for any position and without Picea Ventures’s knowledge following an “Introduction” by Picea Ventures, an invoice will be issued immediately at 35% rates.
3.9.1 Picea Ventures Ltd will invoice the Client an agreed “full fee” in three portions: 1/3 of the agreed fee +VAT upon commencement of work, 1/3 of fee + VAT on presentation of “long list”, and the final 1/3 of fee + VAT on appointment of candidate.
3.9.2 A “long list” is defined as an initial presentation of CVs made and sent by Picea Ventures Ltd to the client
3.9.3 The final fee portion will be sent on signing of contract by the appointed candidate
3.9.4 For any further appointments made by the Client through any retained search, a full fee + VAT will be liable for placement.
3.9.5 Any direct application or referral will be forwarded on by the Client to Picea Ventures Ltd for screening. A full fee (as per 3.9.1) will be charged by Picea Ventures Ltd for any placement made of such candidate.
3.9.6 Any application made via a third party of agency will be forwarded to Picea Ventures Ltd by the Client for screening. A full fee (as per 3.9.1) will be charged by Picea Ventures Ltd for any placement made of such candidate.
3.9.7 A full fee (as per 3.9.1) will be charged by Picea Ventures Ltd for any candidate identified by Picea Ventures Ltd during the search and then subsequently hired by the Client at any point in the future.
3.9.8 Where a role is cancelled or put on hold then a full fee (as per 3.9.1) will be charged by Picea Ventures Ltd to the Client.
3.9.9 All expenses for travel, meetings and any other expenses incurred by Picea Ventures Ltd, or its candidates will be paid on invoice by the Client.
3.9.10 Any additional costs for candidate assessment will be paid by the Client.
3.9.11 Any costs for advertising, TV, multi-media production or campaigns will be paid by the Client.
3.9.12 Picea Ventures Ltd will charge a fee based on 40 per cent of total (+VAT) compensation of the candidate’s full total first year remuneration. This remuneration total to include salary, car allowance, territorial allowance, bonus, benefits, pension, first year long term incentives and any other quantifiable financial reward.
3.9.13 In the event a client makes an offer which is accepted by the candidate by writing on email, if the contract has not been sent within 2 working days, Picea Ventures will be able to invoice as though the contract has been signed.
4.1 In order to qualify for the following refund, the Client must pay Picea Ventures’s fee within 14 days of the date of invoice, must notify Picea Ventures in writing of the termination of the Engagement within 7 days of its termination and the Engagement must be for a duration of 12 months or longer
4.2 If the Engagement terminates before the expiry of 8 weeks from the commencement of the Engagement (except where the Applicant is made redundant or where the Applicant is no longer employed for reasons beyond Picea Ventures’s control such as restructuring, company closure, change of management or substantial change from the original job description) a refund of 12.5% will be allowed against Picea Ventures’s fee for each complete week of the initial 8 week period not worked by the Applicant.
4.3 In circumstances where clause 3.6 applies the full fee stated in clause 3.4 is payable and there shall be no entitlement to a refund.
5.1 If, after an offer of Engagement has been made to the Applicant, the Client decides for any reason to withdraw it, the Client shall be liable to pay Picea Ventures a minimum fee of 10% of the Remuneration where the annual Remuneration is 350,000 SEK (or the equivalent currency in a 1:1 calculation in the respective currency) or less and 15% of the Remuneration where the annual Remuneration is 350,001 SEK (or the equivalent currency in a 1:1 calculation in the respective currency) or more.
6.1 Introductions of Applicants are confidential. The disclosure by the Client to a third party of any details regarding an Applicant introduced by Picea Ventures which results in an Engagement with that third party within 12 months of the Introduction renders the Client liable to payment of Picea Ventures’s fees as set out in clause 3.4 with no entitlement to any refund.
6.2 An introduction fee calculated in accordance with clause 3.4 will be charged in relation to any Applicant engaged as a consequence of or resulting from an introduction by or through Picea Ventures, whether direct or indirect, within 6 months from the date of Picea Ventures’ Introduction.
6.3 Where the amount of the actual Remuneration is not known Picea Ventures will charge a fee calculated in accordance with clause 3.4 on the minimum level of remuneration applicable for the position in which the Applicant has been engaged with regard to any information supplied to Picea Ventures by the Client and/or comparable positions in the market generally for such positions.
7.1 Picea Ventures endeavours to ensure the suitability of any Applicant introduced to the Client by obtaining confirmation of the Applicant’s identity; that the Applicant has the experience, training, qualifications and any authorisation which the Client considers necessary or which may be required by law or by any professional body; and that the Applicant is willing to work in the position which the Client seeks to fill.
7.2 At the same time as proposing an Applicant to the Client Picea Ventures shall inform the Client of such matters in clause 7.1 as they have obtained confirmation of. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any public or Bank holiday) following save where the Applicant is being proposed for a position which is the same as one in which the Applicant has worked within the previous five business days and such information has already been given to the Client.
7.3 Picea Ventures endeavours to take all such steps as are reasonably practicable to ensure that the Client and Applicant are aware of any requirements imposed by law or any professional body to enable the Applicant to work in the position which the Client seeks to fill.
7.4 Picea Ventures endeavours to take all such steps as are reasonably practicable to ensure that it would not be detrimental to the interests of either the Client or the Applicant for the Applicant to work in the position which the Client seeks to fill.
7.5 Notwithstanding clauses 7.1, 7.2, 7.3 and 7.4 above the Client shall satisfy itself as to the suitability of the Applicant and the Client shall take up any references provided by the Applicant to it or Picea Ventures before engaging such Applicant. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Applicant, and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Applicant is engaged to work.
7.6 To enable Picea Ventures to comply with its obligations under clauses 7.1, 7.2, 7.3 and 7.4 above the Client undertakes to provide to Picea Ventures details of the position which the Client seeks to fill, including the type of work that the Applicant would be required to do; the location and hours of work; the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Applicant to possess in order to work in the position; and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks. In addition, the Client shall provide details of the date the Client requires the Applicant to commence, the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered; the intervals of payment of remuneration and the length of notice that the Applicant would be entitled to give and receive to terminate the employment with the Client.
8.1 Where the Applicant is required by law, or any professional body to have any qualifications or authorisations to work in the position which the Client seeks to fill; or the work involves caring for or attending one or more persons under the age of eighteen, or any person who by reason of age, infirmity or who is otherwise in need of care or attention, Picea Ventures will take all reasonably practicable steps to obtain and offer to provide copies of any relevant qualifications or authorisations of the Applicant, two references from persons not related to the Applicant who have agreed that the references they provide may be disclosed to the Client and has taken all reasonably practicable steps to confirm that the Applicant is suitable for the position. If Picea Ventures is unable to do any of the above it shall inform the Client of the steps it has taken to obtain this information in any event.
9.1 Picea Ventures 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 Picea Ventures seeking an Applicant for the Client or from the Introduction to or Engagement of any Applicant by the Client or from the failure of Picea Ventures to introduce any Applicant and Picea Ventures shall have no responsibility or liability vicariously or otherwise for the Applicant save that for the avoidance of doubt, Picea Ventures does not exclude liability for death or personal injury arising from its own negligence.
10.1 Picea Ventures is entitled to assign, charge or otherwise deal with the benefit and burden of these Terms on giving notice to the Client.
10.2 Whilst the parties consider these Terms to be reasonable in all the circumstances, it is agreed that if any one or more of the terms is considered to go beyond what is reasonable in all the circumstances to protect the legitimate interests of Picea Ventures but would be adjudged reasonable if any particular term were deleted such wording may be deleted restricted or limited to give effect to the remainder of the Terms so that each clause may be considered separate and distinct.
10.3 During the period of any Engagement or for a period of 12 months from the date on which that Engagement ends, the Client shall not:
10.3.1 Employ any person who was employed by Picea Ventures at any time during the relevant Engagement and with whom the Client had material dealings in relation to any matter concerning or related to the inception or performance of such agreement between the Client and Picea Ventures as applied to the Engagement;
10.3.2 Interfere with, or endeavour to entice away any employee of Picea Ventures from employment by or engagement with Picea Ventures (or procure or assist in such interference or enticement).
10.4 In the event that the Client should breach the obligations to which it is subject pursuant to clause 10.3, it agrees to pay to Picea Ventures, by way of agreed liquidated and ascertained damages the sum of £100,000. The Client agrees that this is a genuine pre-estimation of Picea Ventures’s loss, given the expense it will incur in recruiting and training a replacement for any employee who leaves its employment and such loss as it will suffer as a consequence of the employee’s services being acquired by the Client and no longer generating revenue for Picea Ventures.
10.5 The agreement between the parties as to liquidated damages to be paid pursuant to 10.4 shall not restrain or in any way limit the right of Picea Ventures to seek any other remedy to which it is entitled from the Client for breach of the obligations to which it is subject pursuant to 10.3.
11.1 These Terms are governed by the law of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales.
| Remuneration package | Fee rate of Remuneration |
|---|---|
| Up to 329,999 SEK (or the equivalent currency in a 1:1 calculation in the respective currency) | 25% |
| From 330,000 to 549,999 SEK (or the equivalent currency in a 1:1 calculation in the respective currency) | 30% |
| From 550,000 SEK (or the equivalent currency in a 1:1 calculation in the respective currency) upwards | 35% |
| Search Mandate Regardless of Salary | 40% |
United Kingdom: 159 High Street, London Borough of Barnet, EN5 5SU. Company No. 14364022