1. DEFINITIONS
1.1 In these Terms the following definitions apply:
“Agency”
means Audeliss Limited or a subsidiary company as appropriate to the Assignment. Should a legal entity other than Audeliss Ltd be used, this will be confirmed in Schedule 1 or the SOW relevant to the Assignment and agreed with the Client.
“Assignment”
means the executive or non-executive search assignment that the Agency agrees to fulfill pursuant to the Assignment Brief;
“Assignment Brief”
means the written proposal, if applicable, which details the Assignment; including the scope of Services to be provided, the Position, any specific information relevant to the planning or management of the Assignment and which has been accepted or deemed to have been accepted by the Client;
“Candidate”
means the person or persons engaged in the search process, howsoever arising, for any Position or for any Speculative Application including any officer, employee or other representative of the Candidate if the Candidate is a corporate body, or members of the Agency’s own staff;
“Client”
means the person, firm or corporate body set out on page 1 of these Terms together with any subsidiary or associated person, firm or corporate body (as the case may be) to which the Candidate is introduced;
“Data Protection Laws”
the “UK GDPR” as defined in section 3(10) of the Data Protection Act 2018 (GDPR), the Data Protection Act 2018, as amended and all applicable laws and regulations relating to the processing of personal data (defined in UK GDPR) and privacy, including the guidance and codes of practice issued by the UK supervisory regulatory body;
“Engagement”
means the engagement, employment, or use of the Candidate by the Client or by any third party to whom the Candidate has been introduced by the Client, on a permanent or temporary basis, whether under a contract of service or for services; under an agency, license, franchise or partnership agreement; or any other engagement; or through a limited company of which the Candidate is an officer, employee or other representatives; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;
“Event”
means a reorganization or restructuring of the Client’s business, or an acquisition, merger, or disposal activity affecting the Client’s business;
“Introduction”
means (i) the passing to the Client of a curriculum vitae or other information which identifies the Candidate or (ii) the Client’s interview of a Candidate (in person, by telephone, or by any other means), following the Client’s instruction to the Agency to search for a Candidate; and, in either case, which leads to an Engagement of the Candidate; and “Introduces” and “Introduced” shall be construed accordingly;
“Introduction Fee”
means the fee payable by the Client to the Agency for an Engagement as set out in Schedule 1;
“Minimum Fee”
as defined in Schedule 1;
“Pre-Agreed Costs”
means the costs of advertising, artwork, production, and or other ancillary costs to be incurred by the Agency in advertising a Position as agreed in advance with the Client pursuant to an Assignment Brief;
“Position”
means any executive or non-executive appointment, role, project or assignment for which the Client seeks to Engage a suitable Candidate and as set out in Schedule 1 or a Statement of Work;
“Remuneration”
as defined in Schedule 1;
“Replacement Candidate”
means any Candidate Introduced by the Agency to the Client to fill the Position following the withdrawal, non-commencement or termination of another Candidate Introduced by the Agency to the Client;
“Schedule 1”
means the appendix to these terms, containing Assignment specific information including fee information and any Assignment specific clauses. Following the signing of these main terms, and with agreement between the Agency and the Client, the template of the Schedule may be used to create a standalone document (Statement of Work (SOW)) for the agreement and initiation of future Assignments, without the need for these main terms to be reviewed and signed again. In cases where a SOW is used, Assignments will be conducted in accordance with these main terms. Terms contained within the Schedule / SOW Take precedence over these main terms;
“Services”
means the executive or non-executive services provided by the Agency to the Client including targeting and approaching candidates; advertising the relevant position(s) in appropriate media; interviewing and assessing Candidates; and presenting recommended Candidates in the form of a shortlist to the Client as set out in the Assignment Brief; the submission of Candidates for Speculative Application;
“Speculative Application”
means the Agency’s Introduction of a Candidate to the Client other than for a Position where the Agency believes the Candidate would be of interest to the Client for an Engagement;
“Vulnerable Person”
means any person who by reason of age, infirmity, illness, disability, or any other circumstance is in need of care or attention and includes any person under the age of eighteen.
1.2
Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.
1.3
The headings contained in these Terms are for convenience only and do not affect their interpretation.
1.4
References to statutory provisions shall be construed as references to those provisions as respectively replaced, amended, or re-enacted from time to time (whether before or after the date of these Terms) and shall include any provisions of which they are re-enactments (whether with or without modification) and any subordinate legislation made under such provisions.
1.5
Any words following the terms including, include, in particular, for example, without limitation or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
2. THE CONTRACT
2.1
These terms of business and the attached Schedule(s) (the Terms) constitute the contract between the Agency and the Client for the Services and are deemed to be accepted by the Client upon the earlier of: (i) the Client’s signature to or execution of the Terms in accordance with clause 17, (ii) its instruction to the Agency to provide the Services, (iii) the interview of a Candidate by the Client, (iv) the Engagement of a Candidate, or (v) the passing by the Client of any information about a Candidate 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 the statutory director of the Agency, these Terms prevail over any other terms of business or purchase conditions (or similar) 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 the Proprietor of the Agency 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.
2.4
The Agency acts as an employment agency (as defined in Section 13(2) of the Employment Agencies Act 1973) when Introducing Candidates to the Client for direct Engagement by that Client.
3. FEES AND CHARGES
3.1
An Introduction Fee will be payable by the Client for the Engagement of a Candidate into any Position as set out in Schedule 1 to the Terms.
3.2
The Introduction Fee for any Position will be invoiced and be payable in three stages as follows:
3.2.1. One-third of the Introduction Fee will be invoiced when the Agency is instructed by the Client to provide the Services in relation to any Position (First Retainer Fee);
3.2.2. One-third of the Introduction Fee will be invoiced on the earlier of either a presentation of a slate of Candidates for a Position or the Client requesting the interview of a Candidate Introduced by the Agency, or 30 days after the First Retainer Fee, whichever occurs first (Second Retainer Fee); and
3.2.3. The balance of the Introduction Fee will be invoiced (calculated as the Introduction Fee (based on the actual Remuneration offered to a Candidate) less add Retainer Fees invoiced) upon a Candidate’s acceptance of the Client’s offer or 60 days after the First Retainer Fee, whichever occurs first (Completion Fee).
3.3
In addition to the Introduction Fee payable pursuant to clause 1 above the Client shall reimburse the Agency any Pre-Agreed Costs pursuant to clause 3.9 below.
3.4
The Client agrees to:
3.4.1. notify the Agency immediately of the terms of any offer of an Engagement which it makes to the Candidate;
3.4.2. notify the Agency immediately that its offer of an Engagement to the Candidate has been accepted and to provide details to the Agency of the Remuneration agreed with the Candidate together with any documentary evidence as requested by the Agency; and
3.4.3. pay the Introduction Fee.
3.5
For multiple Engagements resulting from an Assignment (as set out in Schedule 1), the Introduction Fee is payable immediately in full upon the commencement of the Engagement of each additional Candidate.
3.6
If the Client Engages a Candidate following a Speculative Application, an Introduction Fee shall be calculated in accordance with Schedule 1 based upon the type of Position and shall become due and payable immediately in full upon the commencement of such Engagement.
3.7
Where the actual Remuneration is not known for any Engagement envisaged under these Terms, the Agency will charge an Introduction Fee calculated in accordance with Schedule 1 based on its determination of the Remuneration taking into account the market rate level of remuneration applicable for the position in which the Candidate has been Engaged and with regard to any information supplied to the Agency by the Client and/or comparable positions in the market generally.
3.8
The Introduction Fee shall be invoiced in accordance either with the stages for payment set out in clause 3.2 above or invoiced in full upon the commencement date of the Engagement set out in clause 3.5 or clause 3.7.
3.9
All invoices are due and payable within 14 days of the date of the Agency’s invoice.
3.10
The Agency reserves the right to charge interest and compensation for late payment under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date until the date of payment.
3.11
The Agency reserves the right in its sole discretion to determine and apply the most appropriate definition of Remuneration to calculate its Introduction Fee due for an Engagement under these Terms other than for a Position.
3.12
In the event that any Agency staff with whom the Client has had personal dealings accepts an Engagement with the Client while employed by the Agency or within 3 months of leaving the Agency, the Client shall be liable to pay an Introduction Fee to the Agency calculated in accordance with clause 3.1. The refund and or replacement provisions in clause 4 shall not apply to the Engagement of any Agency staff.
4. REFUNDS OR REPLACEMENT CANDIDATES
4.1.
If, after an offer has been made and accepted, the Engagement either:
(a) does not commence because the Candidate withdraws their acceptance; or
(b) once it has commenced, is terminated by either the Candidate or the Client (except in circumstances where the Candidate is made redundant, or termination is unrelated to the fault or unsuitability of the Candidate) before the expiry of 16 weeks from the date of commencement of the Engagement;
Then the Agency shall, at the Client’s discretion, either seek to find a suitable Replacement Candidate based on the original specification given for the Position (subject to the Client’s compliance with the terms of clause 4.2) (Replacement Service) or the Agency shall refund the Completion Fee in accordance with the accompanying Scale of Refunds set out below (where applicable):
| Week in which the Engagement
terminates |
% of Completion Fee
refunded |
| 0 – 2 | 90% |
| 3 – 5 | 60% |
| 6 – 9 | 40% |
| 10 – 13 | 30% |
| 14 – 16 | 20% |
| 17+ | nil |
There will be no refund available where the Candidate’s Engagement is terminated after the 16th week of the Engagement.
4.2.
To qualify for the refund or Replacement Service set out in clause 4, the Client must comply with the provisions of clause 3 and must notify the Agency in writing of the termination of the Engagement or the non-commencement of the Engagement within 7 days of its termination or non-commencement (Client Notice).
4.3.
In addition to the conditions of clause 4.2, to qualify for the Replacement Service, the Client must give the Agency exclusivity to find a Replacement Candidate for a period of 8 weeks from the date of the Client Notice to the Agency that it wishes to take the Replacement Service If after 8 weeks from the date of the Client Notice no suitable Replacement Candidate has been found, or if the Replacement Candidate’s Engagement is terminated before the expiry of 16 weeks from the date of commencement of their Engagement the Client will then be eligible for a refund (as applicable) in accordance with clause 4.1, and subject to the rest of clause 4.
4.4.
For the purposes of this clause 4 the date of termination of the Engagement shall be the date on which the Candidate ceases working or would have ceased working for the Client, but for any period of garden leave or payment in lieu of notice, whichever occurs later.
4.5.
In circumstances where the Engagement is a fixed term Engagement (pursuant to Schedule 1), the full Introduction Fee is payable and there shall be no entitlement to a refund.
4.6.
If subsequent to the Client’s termination of an Engagement the Candidate is re-Engaged within a period of 12 calendar months from the date of termination then any refund paid to the Client shall be repaid to the Agency (as applicable) or if no refund was payable at the date of termination, the Agency shall be entitled to a further Introduction Fee. The Client shall not be entitled to any further refunds or replacements in relation to the re-Engagement of this Candidate.
5. CANCELLATION OR MODIFICATION
Variation and Postponement
5.1.
If the Client materially changes the Position, Remuneration, Assignment Brief, or the scope of the Services required (irrespective of the reason), becomes the subject of or is otherwise involved in an Event, or delays or puts on hold the Services for more than 30 days (irrespective of the reason), and it becomes necessary to repeat research and or undertake additional Candidate work, an additional fee of 33% of the agreed Introduction Fee will be charged by the Agency (in addition to the Introduction Fee) representing a genuine pre-estimate of the additional work anticipated by the Agency to ensure the Services are completed in accordance with the Proposal.
Cancellation
5.2.
If the Assignment is withdrawn or is otherwise terminated by the Client, fees will be due to the Agency as detailed in the table below:
| Cancellation Point | Fees Due |
| Day 1-29 post instruction | 1st fee as per clause 3.2.1 |
| Day 30-59 post instruction | 1st and 2nd fee as per clauses 3.2.1 and 3.2.2 |
| Day 60+ post instruction | All fees as per clauses 3.2 |
For the avoidance of doubt, ‘Instruction’ shall be as defined in clause 2.1 and the day on which the instruction is given will be counted as day 1.
5.3.
If the Client withdraws an offer whether before or after acceptance on an offer by a Candidate, the Retainer Fees and Completion Fee will remain payable in full.
5.4.
Without prejudice to clause 5.1 above, the Agency shall be entitled to withdraw its Services for an Assignment giving notice of cancellation to the Client, if:
5.4.1 the Client materially changes the Position, Remuneration, the Assignment Brief or the scope of Services (irrespective of the reason);
5.4.2. the Client becomes subject to or involved in an Event which results in the needs of the Client changing or which impairs the ability of the Agency to attract suitable Candidates (in the reasonable option of the Agency);
5.4.3. the Client puts on hold or delays the Assignment (irrespective of the reason) for a period of more than 30 days, in which case the Retainer Fees shall be payable in full; or
5.4.4. the Client puts on hold or delays the Assignment (irrespective of the reason) for a period of more than 30 days after the shortlist of Candidates has been submitted, in which case the Introduction Fee (which for the avoidance of doubt includes the Completion Fee) shall be payable in full.
5.5.
Upon cancellation of the Assignment, at any stage, the Client shall be required to pay all outstanding costs and expenses pursuant to clause 3.3 and any out-of-pocket expenses incurred by the Agency in having to withdraw its services under clause 5.4 above.
Exclusivity
5.6.
The Client acknowledges that the Agency has been exclusively retained in respect of the Assignment. Accordingly, the Client will not advertise or use any other recruitment method to attract or secure the Introduction of Candidates during an Assignment whether directly itself, or through any third-party contact (including any recruitment agency or search firm). The Agency’s search activity may lead to the Client receiving direct applications from applicants (whether internal or external applicants) and the Client agrees that all applicants who submit their details directly to the Client will be referred to the Agency for consideration, will be deemed to have been Introduced by the Agency, and the Agency shall be entitled to an Introduction Fee in respect of any Engagement of such Candidates. Should the Client breach the terms of this sub-clause and the Client Engages an applicant who has introduced themselves directly to the Client or indirectly as stated above, the Client shall be liable to pay the Agency the Introduction Fee that would have applied under the Terms had the applicant been referred to the Agency for consideration.
6. INTRODUCTIONS TO THE CLIENT
6.1.
The Client shall be required to pay an Introduction Fee in accordance with clause 3 of these Terms if the Client Engages a Candidate (in any capacity) within a period of 12 months from the date of (i) the Introduction of the Candidate, (ii) the rejection of the Candidate by the Client (iii) the cancellation of the Assignment (under clause 5) under which the Candidate was Introduced (iv) the Client’s withdrawal of an offer of Engagement, or (v) the Candidate’s rejection of an offer of Engagement (whichever date is later).
6.2.
If the Client fails to notify the Agency of an Engagement under clause 1, the Agency reserves the right to revert back to these Terms where any preferred terms and conditions were previously agreed for the respective Assignment.
7. INTRODUCTIONS TO THIRD PARTIES
Introductions of Candidates are confidential. If a Client discloses a Candidate’s details to a third party, that will be deemed to be a “Third Party Introduction”. If that Third-Party Introduction results in an Engagement of the Candidate by the third party within twelve months of the Agency’s Introduction of the Candidate to the Client, then the Client will be liable to the Agency for payment of an Introduction Fee in accordance with clause 3. Neither the Client nor the third party shall be entitled to a refund of the Introduction Fee under clause 4 in any circumstances.
8. SUITABILITY CHECKS
8.1.
The Agency shall obtain confirmation that the Candidate is willing to work in the Position, and endeavours to ensure the suitability of Candidates Introduced to the Client by taking reasonably practicable steps to:
8.1.1. obtain confirmation of the Candidate’s identity;
8.1.2. ensure that the Client and Candidate are aware of any requirements imposed by law or any professional body to enable the Candidate to work in the Position;
8.1.3. confirm that the Candidate has the experience, training, qualifications, and any authorization which the Client considers necessary or which may be required by law or by any professional body to work in the Position; and
8.1.4. ensure that it would not be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the Position.
8.2.
Notwithstanding clause 8.1, the Client shall be obliged to satisfy itself as to the suitability of the Candidate for the Position. The Client is responsible for:
8.2.1. taking up any references provided by the Candidate before Engaging the Candidate;
8.2.2. checking the Candidate’s right to work and obtaining permission to work as may be required by the law of the country in which the Candidate is Engaged to work;
8.2.3. the arrangement of medical examinations and/or investigations into the medical history of any Candidate;
8.2.4. undertaking any financial and or criminal record checks on any Candidate; and
8.2.5. satisfying any medical and other requirements, qualifications, or permission required for the Candidate to work in the Engagement.
8.3.
To enable the Agency to comply with its obligations under clause 8.1 above the Client undertakes to provide to the Agency details of the Position, including the following:
8.3.1. the type of work that the Candidate would be required to do;
8.3.2. the location and hours of work;
8.3.3. the experience, training, qualifications, and any authorization which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the Position;
8.3.4. any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;
8.3.5. the date the Client requires the Candidate to commence the Engagement;
8.3.6. the duration or likely duration of the Engagement;
8.3.7. the minimum rate of Remuneration, expenses, and any other benefits that would be offered;
8.3.8. the intervals of payment of Remuneration; and
8.3.9. the length of notice that the Candidate would be entitled to give and receive to terminate their Engagement with the Client.
8.4.
Where the Candidate is Introduced for a Position which involves working with, caring for, or attending a Vulnerable Person the Agency shall, in addition to the obligations in clause 8.1:
8.4.1. obtain and offer to provide copies to the Client of two references from persons who are not relatives of the Candidate and who have agreed that the references they provide may be disclosed to the Client; and
8.4.2. any relevant qualifications or authorizations of the Candidate.
8.5.
If the Agency has taken all reasonably practicable steps to obtain such information and has been unable to do so fully it shall inform the Client of the steps it has taken to obtain this information in any event.
9. INFORMATION TO BE PROVIDED
When the Agency Introduces a Candidate to the Client, the Agency shall inform the Client that they have obtained confirmation of the matters set out in clause 8.1 and in the case of a position which involves working with Vulnerable Persons the matters in clause 8.4.1and 8.4.2. 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 Candidate is being Introduced for an Engagement which is the same as one in which the Candidate has worked within the previous 5 business days and such information has already been given to the Client.
10. CONFIDENTIALITY AND DATA PROTECTION
All information relating to a Candidate is confidential and subject to the Data Protection Laws and is provided solely for the purpose of providing work-finding services to the Client. Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes to abide by the provisions of the Data Protection Laws in receiving and processing the data at all times. In addition, information relating to the Agency’s business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain.
11. LIABILITY
The Agency 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 the Agency seeking a Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client or from the failure of the Agency to introduce any Candidate. For the avoidance of doubt, the Agency does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude or limit under law. For any liability which cannot be excluded, the Agency’s total aggregate liability arising under or in connection with these Terms shall be limited to the sum of 100% of the Introduction Fees payable under these Terms or £10,000 whichever is the greater. The Client shall indemnify and keep indemnified the Agency against any Losses incurred by the Agency arising out of any non-compliance with the Data Protection Laws, and/or as a result of any breach of, these Terms by the Client.
12. NOTICES
All notices which are required to be given in accordance with this Agreement shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent.
13. SEVERABILITY
If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by applicable laws.
14. FORCE MAJEURE
Without prejudice to the rights of the Agency under clause 5 neither party shall be in breach of this Agreement if there is any total or partial failure in the performance by it of its duties and obligations under this Agreement occasioned by any act of God, fire, act of Government or state, or civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labor disputes or whatever nature and any reason beyond the control of either party. If either party is unable to perform its duties and obligations under this Agreement as a direct result of the effect of one of those reasons that party shall give written notice to the other of their inability stating the reason.
15. GENERAL
15.1. Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as appointing either party as agent for the other party for any purpose and neither party shall have the authority to bind the other party or to contract in its name for any purpose.
15.2. Neither party shall be entitled at any time to assign or otherwise transfer or dispose of this Agreement or any of its rights under it without the prior written permission of the other party.
15.3. No waiver by either party of any breach of this Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision. Save as expressly provided under this Agreement the rights and remedies under this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
15.4. The parties agree that the provisions of this Agreement are personal to them and are not intended to confer any right of enforcement on any third party and The Contracts (Rights of Third Parties) Act 1999 shall not apply.
16. GOVERNING LAW AND JURISDICTION
These Terms are governed by the laws of England &Wales and all disputes arising under or in connection with these Terms are subject to the exclusive jurisdiction of the Courts of England & Wales.
Schedule 1 – Fees
| Type of Position | Fee % | Minimum Fee |
| Executive | 33% of Remuneration | As per Assignment Specific Details below |
| Non-Executive | 100% of Remuneration – subject to a Minimum Fee | £95,000 for Chair roles; and £60,000 for any other non-executive roles |
For calculation of the Fees, Remuneration shall be determined as follows:
| Type of Position | Remuneration |
| Executive | the actual or estimated first year gross compensation and which includes but is not limited to base salary, guaranteed and/or estimated bonus, allowances (including car allowance), sign on bonus or inducement payments, the benefit of a company car, other cash payments (whether derived from long-term incentive plans or otherwise), the value of any shares granted under any long term incentive or share plan, and any other taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Candidate in relation to the Position or for services rendered to or on behalf of the Client or any third party. Where the Client provides a company car, a notional amount of £10,000 will be added to the compensation in order to calculate the Agency’s fee. |
| Non-Executive | The actual or estimated first year gross compensation and which includes but is not limited to the base salary or annualised fees payable to or receivable by the Candidate in relation to the Position and which includes any annualised fees payable to the Candidate for any ancillary or connected services or appointment rendered to or on behalf of the Client (e.g. where the Client separately compensates the Candidate for an additional fee e.g. as Chair of Audit Committee, such fee will be added to the overall compensation payable to the Candidate). |
The parties acknowledge there may be occasions where the Remuneration cannot be defined prior to instruction on an Assignment Brief or the Remuneration falls within a range of figures. In this circumstance, and to ensure the Agency may proceed with an instruction, the Client and the Agency will agree an estimated Remuneration for the purposes of calculating the Retainer Fees in clause 3.2.
Multiple Engagements
If the Client Engages more than one of the Candidates on an Assignment, the Client shall pay to the Agency an Introduction Fee for each additional Candidate appointed to any other position (other than for the Position) by the Client.
Fixed Term Engagements
(a) Where an Assignment Brief is for a fixed term Engagement of less than 12 months or where prior to the commencement of the Engagement the Agency and the Client agree that the Engagement will be on the basis of a fixed term of less than 12 months, the Introduction Fee will apply pro-rata.
(b) If the Client (i) extends the Engagement beyond the initial fixed term or (ii) re-Engages the Candidate within six calendar months from the date of termination of the initial fixed term Engagement, then the Client shall be liable to pay a further Introduction Fee based on the additional Remuneration applicable for the extended period of Engagement or the period of the second and any subsequent Engagement.
