The Lucent Group Terms & Conditions of Business

for Permanent, Professional Search, Retained Search and Fixed Term Placements

Lucent is committed to maintaining an excellent level of service and transparent relationship. However, because introductions are dependent upon the accuracy of information outside Lucent’s control and a Client’s instructions, and as any decision to engage an Applicant is entirely a matter for a Client, Lucent cannot accept liability for Losses incurred by Clients as a result of Engagements.

Lucent expects Clients to act promptly, reasonably and in good faith (including not applying any discriminatory standards or practices) when deciding whether it wishes to Engage an Applicant.

Lucent confirms that, in the context of the Employment Agencies Act regulations, it is acting in the capacity of an employment agency.

1.Definitions

“Candidate” means the person introduced by Lucent to the Client. It includes someone who may have been known or referred to that Client before Instructions are given or the Introduction is made.

“Client” means the person, firm or corporate body or entity to whom Lucent is Introducing Candidates. It includes anyone who asks Lucent for an Introduction, gives Instructions or Interviews a Candidate on behalf of a Client.

“Confidential Information” means any information provided by either party to the other party relating to the Candidate or the Assignment and which is either expressly or by its very nature confidential.

“Contingent Recruitment” means an instruction to Lucent by the Client to Introduce Candidates for that permanent or fixed term placement on the basis that no Introduction Fee will be payable by the Client until or unless an Engagement is made. This includes marketed and speculative CVs.

“Engage, Engaged or Engagement” means to employ or re-employ, engage, retain or otherwise accept services from a Candidate introduced by Lucent whether directly or indirectly, in any capacity whatsoever (including temporary or contract work), within a period of 12 months from the date of an Introduction.

“Fee(s)”, earns a sum equivalent to a percentage of the Remuneration Package, calculated at the rates set out in the Commercial Terms. It includes any additional fees that may have to be charged under clauses 10b)(2) and 10(b)(4). The Fee is exclusive of any VAT, which must be paid by the Client at the prevailing rate.

“FTC” means a fixed term contract.

“Instructions” means the referral of a Candidate or the provision of any information about a Candidate to a Client by the Agency or any associate of Lucent.

“Introduced, Introduces or Introduction” means the provision by Lucent to the Client of any details relating to and identifying a Candidates whether written or oral and in respect of which the Client has interviewed the Applicant or has initiated any other conduct in response to receiving such Candidate details.

“Losses” means any kind of loss, cost, expense, charge, damage, liability or claim whatsoever other than liability for death or personal injury caused by negligence.

“Lucent” means The Lucent Group Ltd trading as Lucent Search, 2 Veere Park, Culross, KY12 8NE.

“Professional Search Assignments” means an instruction to Lucent by the Client for a permanent placement whereby Lucent are retained and whereby payment is made in two stages according to Clause 3. This is our approach for roles all roles that Client’s instruct us to work on that do not meet the criteria outlined in “Retained Search Assignments”.

“Retained Search Assignments” means an instruction to Lucent by the Client for a permanent placement whereby Lucent are retained on an exclusive basis and whereby payment is made in three equal stages according to Clause 3. This is our only approach for roles over £100,000 in salary or at Head of, Vice President, Director, Board or C-Level.

“Remuneration Package” means a Candidate's projected total gross remuneration in the first year of Engagement/ Employment, being the aggregate value of his/her salary, any agreed bonus or commission payments (whether guaranteed or anticipated and even if payment is made in a subsequent year of Engagement/employment), car or car allowance, relocation allowance, pension, health insurance and any other emoluments including shares. If the value of any part of the projected remuneration is uncertain the best estimate available to Lucent shall be used.

2. Precedence of Terms

a. These terms are deemed to be accepted by the Client from the time Lucent Introduces a Candidate or the Client interviews or Engages a Candidate introduced by Lucent (whichever shall be the earlier). They apply whether or not the Candidate is Engaged by the Client for the same type of work for which the Introduction was originally made and whether or not the Client is also seeking to fill the relevant vacancy by other means such as internal or external advertising.

b. The Client undertakes to notify Lucent immediately of its intention to Engage a Candidate introduced by Lucent.

3. Fees

a. The Client shall pay Lucent a fee in respect of each Candidate Engaged by the Client (the “Introduction Fee”). The Introduction Fee shall be 30% of the Remuneration Package.

Retained Search Assignments

b. Fees for Retained Search Assignments will be calculated on the midpoint of the estimated Remuneration Package agreed and invoiced in three stages as follows:

33% of fee based on estimated Remuneration Package to be invoiced on award of the assignment;
33% of fee based on estimated Remuneration Package invoiced on acceptance by the Client of a satisfactory interview shortlist;
34% of fee based on of the actual Remuneration Package invoiced on the Candidate’s written acceptance of the post.

c. If the Retained Search Assignment is subsequently cancelled by the Client, or the Client materially alters the terms of the Retained Search Assignment for whatever reason prior to completion of the assignment, the Company will charge a cancellation fee equal to 50% of the balance of the Retained Fee remaining once all previous payments have been deducted and with the fee calculated on the estimated commencing annual remuneration agreed at the outset of the assignment.

d. The Client is required to notify the Company at the earliest possible opportunity of their intention to cancel in writing.

e. If the Client hires an additional Candidate submitted within the shortlist of a Retained Assignment (or a shortlist Candidate into a position other than the position which was the focus of the Retained Assignment), an Introduction Fee shall be payable in addition to the Retainer Fee.

f. When managing a Retained Search Assignment, Lucent will manage all internal and direct candidates through the process.

Professional Search Assignments

g. Fees for Professional Searches Fees will be calculated on the midpoint of the estimated Remuneration Package specifically agreed in two stages as follows;

25% of fee based on the estimated Remuneration Package to be invoiced on award of the assignment.
The remainder of the fee based on the actual Remuneration Package invoiced on the Candidates written acceptance of the Candidates written acceptance of the post.

h. If the Client hires an additional Candidate submitted within the shortlist of a Professional Search Assignment (or a shortlist Candidate into a position other than the position which was the focus of the Professional Search Assignment), an Introduction Fee shall be payable in addition to the Retainer Fee.

i. When managing a Professional Search Assignment, Lucent will manage all internal and direct candidates through the process.

Contingent Recruitment

j. While Lucent is not a contingent recruiter, there are times where we may make exception such as where a candidate has been proactively marketed to the Client. The Introduction Fee will be invoiced on the candidate’s written acceptance of an offer for the Candidate’s Engagement and will be based on Remuneration Package.

FTC Placements

k. In the event of a Candidate being Engaged by the Client on a FTC basis, a Fee shall be calculated by dividing the equivalent Fee based on annual salary on a pro rata basis. If the FTC is subsequently extended, and another FTC is settled in respect of the Candidate, then a further FTC shall become payable on a pro rata basis. The minimum length of fixed term placement is three months.

Part Time Workers

l. Fees for part-time workers will be calculated based on the equivalent full-time salary.

Minimum Fee

m. All Engagements are subject to a minimum fee of £6,000, excluding all FTC Placements.

4. Guarantees

a. If the Engagement of a Candidate terminates lawfully within 8 weeks of the commencement of the Engagement, then subject to clause 5(b), Lucent will refund to the Client (on request) a proportion of the relevant fee. This rebate shall be calculated in accordance with the following:

Time of Termination Amount of Rebate:

Weeks 1, 2, 3 and 4 66%

Weeks 5, 6, 7 and 8 33%

No other charges or expenses shall be refunded.

Termination shall be taken as the last day of employment.

b. No rebate will be made in the following circumstances:

If the Client has not paid sums owed to Lucent in relation to the placement in accordance with these Terms (time to be of the essence); or
If the Client does not notify Lucent in writing within seven days of the termination of the Candidate’s Engagement (time to be of the essence) and the reason for termination: or
If the Engagement is terminated but the Client by reason of redundancy or convenience; or
If the Client has not offered to Lucent (where applicable) a two-week opportunity (on an exclusive basis) to find a suitable replacement Candidate; or
Where an offer of Engagement has been made by the Client and accepted by the Candidate but is subsequently withdrawn by the Client, due to no fault on the part of the Candidate. In the event this clause 4(b)(5) applies then notwithstanding any other provision in these Terms, Lucent shall be entitled to immediately issue an invoice to the Client for the Introduction Fee or the Completion Fee and no rebate shall apply;
Where the Candidate has been Engaged by the Client on an FTC basis.

c.Any rebate is conditional upon the Candidate not being re-engaged in any capacity by the Client or any parent, subsidiary or associated company of the Client within twelve months of the Introduction. If the Applicant is re-engaged, the Client shall notify Lucent immediately and repay the refunded amount as if the date of notification was the Payment Date for the purposes of these terms.

5. Introductions

a. An Introduction, and any information about a Candidate, is provided to the Client in strict confidence and for the purpose of considering whether it wishes to engage that Candidate. The Client must not disclose an Introduction or any information about a Candidate to anyone else. In particular, the Client must not approach a Candidate’s current employer until the Client has made an offer of Engagement to that Candidate and has the Candidate’s permission to do so.

The Client must not re-introduce a Candidate to anyone else. If, within twelve months of the Introduction it does so, and this leads to a contract equivalent to an Engagement with someone other than the Client, the Client must pay the Fee as if there had been an Engagement under these terms, unless that other person pays Lucent a sum equivalent to the Fee.

6. Suitability

a. The Client warrants that there will be no health and safety risks to the Candidate in working for the Client and if there are any such risks, the Client agrees to notify Lucent, in writing of the nature of such risks and what steps have been taken by the Client to minimise such risks. The Client shall be responsible for obtaining work and other permits, for the arrangement of medical examinations and/or investigations into the medical history of the Candidate, and satisfying any medical and other requirements or qualifications required by the Client or by Law or any relevant regulatory or professional body, to work in the position concerned and shall indemnify Lucent for any cost, expense or other financial liability incurred arising from any breach of this obligation by the Client.

7. Liability

a. Lucent will use reasonable endeavours and care in locating and introducing Candidates. Beyond that, no other term or condition is to be implied concerning Lucent’s services. In particular, Lucent does not warrant or make any representations about the suitability of, or the accuracy of any information concerning, a Candidates (as this information comes from the Candidate or other sources outside Lucent’s control) and none is to be implied from anything Lucent may undertake or provide.

b. Any decision to proceed with an Introduction, enter into an Engagement or incur any expense is a matter for the Client. The Client agrees that the responsibility for assessing and ensuring a Candidate’s suitability for an Engagement, including taking up or confirming references, educational background, medical history, or obtaining any work and other permits and assessing or confirming qualifications, remains with the Client at all times. The Client is strongly advised by Lucent to, and agrees to, take any of the steps referred to before offering or entering into an Engagement.

c. Lucent, its subsidiaries, associates, staff and agents (for whom Lucent acts for the purpose of this and the following provisions) shall not be liable, on any basis, for any Losses arising from, caused by or connected with Lucent’s taking the Client’s Instructions, the Introduction, the acts or omissions of a Candidate or an Engagement, even if a Candidates acts or has acted negligently, dishonestly or fraudulently.

d. However, if despite the previous provision, a Court determines that, for any reason and on any basis, Lucent or any of its subsidiaries, associates, staff or agents is liable to the Client for any Losses, their aggregate liability shall be limited to the amount of the Fee actually paid by the Client.

e. Under no circumstances shall Lucent have any liability whatsoever to the Client for loss of profit, revenue, anticipated savings or bargain, loss or corruption of data or software or for any indirect, special or consequential losses.

8. Client Responsibilities

The client agrees:

a. To give Lucent the Instructions it may require from time to time to assist it in locating and Introducing Candidates.

b. To act promptly, reasonably and in good faith (including not applying any discriminatory standards or practices) when deciding whether it wishes to engage a Candidate.

c. Not to prevent or impede Lucent from making an Introduction or otherwise earning and receiving the Fee in any other way.

d. To indemnify Lucent against any Losses it incurs as a result of the Client’s delay in giving, changes in or failure to give adequate Instructions, or any breach of these terms by, or the negligence or other wrongful act, omission or statement of the Client.

e. To meet the costs of psychometric assessment test or services requested by the Client where applicable.

f. To inform Lucent of their intention to offer a candidate so that Lucent may manage this process.

g. To provide Lucent with interview feedback for candidates.

9. Anti-Discrimination

a. Each party will not unlawfully discriminate against any Candidate, whether directly or indirectly, on grounds of sex, sexual orientation, marital or civil partner status, gender reassignment, race, religion or belief, colour, nationality, ethnic or national origin, disability or age. Each party will ensure that each Candidate is considered and/or assess for a particular role in accordance with the Candidate's merits, qualifications, and technical abilities to perform the role. Lucent will not accept instructions from a Client who indicates their intention to discriminate unlawfully. The Client shall indemnify Lucent against any claim or liability howsoever incurred by Lucent arising from following the instructions of the Client in the provision of recruitment services.

10. Payments and Invoicing

a. The Fee(s) becomes payable by the Client if a Candidate accepts an offer of Engagement at any time within 12 months of the Introduction being made. However, a Fee is not payable if an Applicant accepts an offer but fails to commence the Engagement through no fault of the Client.

b. The Client must:

Notify Lucent immediately when a Candidate is offered an Engagement and provide full details of the Remuneration Package (and copies of any relevant contract and other documents if Lucent so requests) and when a commencement date for the Engagement is agreed.
Update Lucent immediately if there is any change in the offered or agreed remuneration package of the commencement date. Lucent reserves the right to adjust the Fee or require the payment of an additional fee if there is a change.
Pay the Fee within 14 days of the commencement of the Engagement (the Payment Date).
If asked to do so, provide Lucent with full details of the remuneration package actually received by or paid to the benefit of the Candidate for the first year of his or her Engagement (and copies of any relevant contract and other documents if Lucent so requests). Lucent reserves the right to charge an additional fee on the difference between the remuneration package actually received (if it is higher) and that used for the calculation of the Fee.

c. Lucent will calculate and invoice the Client for the Fee and for any other sum payable by the Client under these terms. Unless there is an obvious error in any calculation shown on any invoice, the invoiced sum will be final and binding as the sum due from the Client. It is absolutely essential that the Fee and any other deductions, by Payment Date or, if any reason an invoice is issued later than the Payment Date, within 14 days from the date of that invoice.

d. The Client must not make any deduction from, or assert or exercise any set-off, lien or other right or claim against the Fee, any other invoiced sum or any interest that may become payable under Clause 11 (e) (1) below.

e. If the fee or any other invoiced sum is not paid within the time specified in Clause 11(c) (the “Due Date”) and in full, then:

Interest shall be paid on any outstanding balance, for the first 30 days at a rate of 5% above, and thereafter, at a rate of 8% above The Royal Bank of Scotland (or it’s successor’s) prevailing base lending rate, that interest accruing daily from the Due Date until payment (whether before or after judgement) and, while any part of the balance or interest remains outstanding.
Lucent may give notice to the Client terminating, or at its option, suspending, in either case with immediate effect, its performance of and any of its obligations under this and any other agreement then in force between itself and the Client, until the outstanding balance and any interest has been paid in full. Lucent will not incur any liability, upon any basis or for any reason, for any Losses resulting from, and the Client will indemnify Lucent against any Losses it incurs as a result of any such termination or suspension. A termination or suspension will not release the Client from performance of, or any of its obligations under, or otherwise vary the terms of any agreement.
Lucent may also recover from the Client, as a sum due under these terms, any costs or other expenses it incurs, in enforcing and recovering any payments due from the Client.

f. Any other charges (including charges for advertising) will be agreed separately in writing and are payable by the Client within seven days of invoice whether or not a Candidate is Engaged.

g. Fees and other sums payable under these Terms are exclusive of value added tax (“VAT”).

h. Any queries on an invoice must be specifically addressed in writing to Lucent within 30 days from the date of the invoice, failing which the Client is deemed to have accepted the contents of the invoice. The Client shall be liable to pay Lucent’s Fee in respect of a Candidate Introduced notwithstanding that the Client Engages the Candidate in a different position to that originally envisaged and whether Engaged full time or part time.

11. Advertising Booking Fees

a. Where the Client requests Lucent to place advertisements in the media beyond the standard advertising discussed for example a specialist trade publication or newspaper, Lucent shall undertake to follow the Client’s instructions strictly on the following basis:

Once a booking has been placed, Lucent shall immediately invoice the Client for all costs associated with the actual publication of the advertisement(s) in the media (the “Publication Costs”).
The Publication Costs shall be payable by the Client upon presentation of Lucent’s invoice. The Client understands and accepts that Lucent is unable to guarantee the media space required for the advertisement(s) until payment of the Publication Costs has been made by the Client. Any cancellation costs levied by the media shall be met by the Client.
The Client shall also be billed for all costs associated with the design and production of the advertisement, including advertising agency fees (the “Production Fees”). Invoices for Production Fees shall be payable by the Client upon receipt of Lucent’s invoice. Failure to pay by such date will incur the provisions of clause 11(e) of this agreement.
All direct and indirect costs associated with any advertising placed by Lucent on behalf of the Client at the Client’s request will be paid for by the Client whether or not an Applicant is Engaged.

12. Data Protection and GDPR

a. The Client agrees that it will comply with the provisions of GDPR in relation to the personal data of Candidates, where supplied to the Client by Lucent or otherwise.

13. General

a. This is the entire agreement between the parties. The agreement may not be cancelled and these terms may not be varied or their application or any breach of them waived other than by a document signed by a Director or legal representative of Lucent. No-on else acting for Lucent has authority to agree to any variation or waiver.

b. If a specific fee or payment arrangement has been made between Lucent and the Client, which includes a variation of any of these terms and the Client breaches any term of that arrangement, then all of these terms shall be substituted for and from part of that arrangement with immediate effect.

c. In addition to and without prejudicing any of its other remedies, Lucent, may terminate the agreement between the parties with immediate effect if the Client breaches any of its terms or (in Lucent’s view) materially alters the instructions.

d. If the agreement is cancelled or terminated because of a material alteration to the Instructions, the Client agrees to indemnify Lucent against Losses incurred by it to that date or resulting from the cancellation or termination.

e. Lucent shall not incur any liability to the Client for any Losses if the performance of Lucent’s obligations is prevented or delayed by the acts or omissions of others or other events, which are beyond reasonable control.

f. If any of these terms (or part thereof) is judged to be invalid or unenforceable for any reason, then the offending words shall be severed from the agreement or amended so as to ensure that the original spirit and intent of the term is made valid as far as possible. In the event that any term is severed for any reason, all other terms and conditions shall continue in full force and effect.

g. No third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 in connection with these Terms.

h. The parties agree that a failure or delay by either party to enforce any of the provisions set out in these Terms shall not be construed as a waiver.

i. For the purposes of these Terms Lucent acts in the capacity of an Employment Agency as defined in the Employment Agencies Act 1973.

j. Lucent acts as an introductory agency and does not have the authority to bind a Candidate.