1.            Definitions

In these terms of business the following definitions apply:

"Highstar Associates" means Highstar Associates Limited and any affiliates subsidiary or associated companies and their employees.

"Client(s)" means the person, firm or corporate body together with any subsidiary or associated Company as defined by the Companies Act 1985 to whom the Candidate is introduced.

"Candidate(s)" Any person(s) who is/are engaged with Highstar Associates for the purposes of new or alternative employment or other means of remuneration arising from a business relationship with Highstar Associates.

"Contract(s)" The mutual undertaking by a Client and Highstar Associates (written or verbal) to engage in a business relationship or provision of services or any other commercial transaction including but not limited to those described in this document.

"Engagement" means the engagement, employment or use of the Candidate by the Client or third party on a permanent, interim or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or any other engagement;

"Instruction(s)" Verbal or written request by a Client which requires Highstar Associates to conduct business activities which when agreed by Highstar Associates will form a Contract.

"Introduction" means, for the avoidance of doubt, the presentation at interview whether face to face, telephone, video conference or other means of a Candidate by Highstar Associates to the Client for Engagement and "Introduced" shall be interpreted accordingly. This applies whether or not the Client knew of a Candidate previously.

"Fee(s)" The money payable as a consequence of an Instruction or a Contract or the offer acceptance or commencement of employment of a Candidate Introduced by Highstar Associates.

"Guaranteed Earnings" First year's basic salary and any bonuses and commissions and emoluments which are guaranteed.

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

2.            Executive Search

2.1. Executive Search is when Highstar Associates is engaged to locate one or more Candidates to fulfil a particular role within a Client organisation, Highstar Associates doing so by what means it considers appropriate but which will usually involve the direct approach to potential Candidates.

2.2. The fee for Executive Search and selection is 30% of the first year's gross Guaranteed Earnings offered to the Candidate. One third of the fee is chargeable and payable on the Client giving Instruction to Highstar Associates to act on their behalf. One third of the fee is chargeable and payable on Highstar Associates providing the Client with an agreed shortlist of Candidates suitable for interview for the role that is the subject of the Executive Search in question. The final third of the fee is chargeable and payable when the Candidate accepts the Client's offer of employment. None of these staged payments are refundable.

2.3. If the Client withdraws the Instruction to Highstar Associates to proceed with a Search and Selection assignment once the project has started and accordingly the project is not concluded then a withdrawal/cancellation Fee equivalent to 50% of the agreed assignment Fee will be payable.

2.4. If the contract period is for less than twelve months the Fee is calculated on the annual equivalent value of the total financial benefit to the Candidate under the Contract. That benefit is for this purpose grossed up to provide a figure for the equivalent annual value. The Fee is taken as 30% of that annual equivalent value.

2.5. Any additional charges will only be made to the Client for out of pocket expenses necessarily incurred in performing the obligations of Highstar Associates under the Contract (for example, accommodation and travel expenses) where the Client has approved these expenses in writing prior to the costs being incurred.

3.            Contingency Placement

3.1. Contingency placement is when Highstar Associates effects an Introduction of one or more Candidates to fulfil a particular role within the Client organisation.

3.2. The Fee for Contingency placement is calculated as 25% of the first year's gross Guaranteed Earnings offered to the Candidate.

3.3. The Fee for Contingency placement will be invoiced on the date on which the Candidate accepts in writing the offer of employment made by the Client or begins employment or commences the commercial relationship with the Client under agreement between them whichever is the first.

4.            Interim or Contract Placement

4.1. Interim or Contract placement is when Highstar Associates effects an Introduction of one or more Candidates to fulfil a particular role within the Client organisation on a temporary basis.

4.2. Interim managers are invoiced monthly at a daily rate plus VAT. Highstar Associates' Fee is calculated at 25% of the daily rate agreed with the interim candidate.

4.3. Where a Candidate is engaged on a fixed term contract of 12 months or more the Introduction Fee shall be calculated and paid on the Candidate's Guaranteed Earnings.

4.4. Where a Candidate is engaged on a fixed term contract of less than 12 months, the Introduction Fee shall be calculated and paid on a pro rata basis dependant on the duration of the fixed term or as a percentage of the Candidate's salary paid over the contract whichever is the greater.

4.5. Where a Candidate has been engaged on a fixed term contract of less than 12 months and is then engaged on further fixed term contract(s), further pro rata calculations and payments of the Introduction Fee shall be made until such time as a full Introduction Fee has been paid.

4.6. Where a Candidate has been engaged on a fixed term contract of less than 12 months and the Candidate is then engaged on a permanent basis by the Client within 12 months of commencing employment, the balance of the Introduction Fee shall become payable.

4.7. Where a Candidate has been engaged on fixed term contracts for more than 12 months consecutively or cumulatively (over a 2 year period), the Client is entitled to appoint the Candidate on a permanent basis without incurring an Introduction Fee.

4.8. Placement Fee is calculated as 25% of the first year's gross Guaranteed Earnings offered to the Candidate.

4.9. Any travel expenses are charged at cost and always agreed with the Client prior to expenditure.

5.            Advertising Fees

5. 1. The Client will be charged separately for any advertising that Highstar Associates arranges on behalf of the Client as long as the advert and its costs have been agreed between the Client and Highstar Associates in advance of charges being incurred.

5.2. Additional advertisement costs incurred by Highstar Associates in connection with the preparation or production of advertisement material such as set up charges, artwork, etc will be charged to the Client. Such charges will normally not exceed £500 without the prior authority of the Client.

5.3. Invoices will be raised to the Client upon receipt of written confirmation of the order of the Client for the advertisement or as soon as reasonably practicable thereafter.

5.4.         All advertising Fees, charges and related costs are non‑refundable.

6.            General Provisions applying to all forms of Contract

The following apply to any Contract for the Engagement of staff Introduced directly or indirectly by Highstar Associates to the Client.

6.1. Unless otherwise agreed in writing by a representative of Highstar Associates, these Terms and Conditions of Business shall prevail over any other terms of business or purchase conditions put forward by the Client.

6.2. No variation or alteration of these Terms and Conditions of Business shall be valid unless approved in writing by a representative of Highstar Associates.

6.3. The interviewing of or offering of employment by the Client to a Candidate Introduced by Highstar Associates constitutes acceptance by the Client of these terms and conditions.

6.4. All Introductions last for a full twelve months from the last date of contact or communication between Candidate or Client or Highstar Associates. As such the Fee is payable if a Candidate is employed within this period by the Client whether further interviews are organised by Highstar Associates or by any other method and whether or not Highstar Associates was the effective cause of the offer of employment.

6.5. The Client will also be responsible for the payment of any and all Fees under this agreement in the event of the Candidate entering into a commercial relationship with the Client in a self‑employed state rather than as employee of the Client. Where such commercial relationship is entered into after the Introduction of the Candidate to the Client by Highstar Associates then it will be deemed that the commercial relationship was entered into as a result of that Introduction.

6.6. Where the Client enters into a commercial relationship with an employee of Highstar Associates by which the employee ceases to be an employee of Highstar Associates and then becomes an employee of the Client or carries out work as a self employed private individual or in any other capacity for the Client the Client will be charged a Fee for the Introduction of that employee to the Client. The Fee will be calculated in accordance with the formula set out in the terms below for the Fee as if the employee had been a Candidate introduced to the Customer Client by Highstar Associates subject to minimum of £15,000.

6.7. The Client shall not make any approach to the Candidate's present or prior employers without the Candidate's prior written consent.

6.8. The Fee will be invoiced on the date on which the Candidate accepts in writing the offer of employment made by the Client or begins employment or commences the commercial relationship with the Client under agreement between them whichever is the first.

6.9. If a Candidate leaves the Client's employment within the first three months of employment from the date at which they accepted the position then Highstar Associates will subject to payment of Highstar Associates' invoices within the due dates (see Clause 6.10) and to receiving notification by recorded delivery within 28 days of the Candidate's departure use reasonable endeavours to provide a replacement Candidate for no additional Fee. This clause does not apply to Interim or Contract Placements.

6.10. All invoices are due for payment within 30 days of the invoice date. If invoices are not settled within 30 days then Highstar Associates reserves its right to recover that payment from the Client and Highstar Associates is under no obligation to provide the replacement employee facility referred to in Clause 6.9.

6.11. Highstar Associates accepts no responsibility for any loss or damage sustained by the Client or any third party arising directly or indirectly from any act or omission of the Candidate in pursuing his employment duties or in not commencing them on the start date or discontinuing them thereafter or otherwise.

6.12. All sums referred to in these terms are subject to any and all taxes levies or other financial charges legally required at the tax point date including but not restricted to VAT where applicable at the prevailing rate.

6.13. Highstar Associates reserves the right to amend or alter these terms and conditions at any time. In the event of Highstar Associates making any alterations the terms and conditions which were in effect at the date of an Instruction or Contract being entered into or agreed will prevail.

6.14. This is the entire Contract between the parties and any variation or addition to it shall be in writing and signed by the Client and Highstar Associates.