Terms of Business

TERMS OF BUSINESS

Charja Partners Ltd

These Terms of Business (the “Terms”) govern the provision of recruitment services by Charja Partners Ltd (“the Company”, “we”, “us”, “our”) to any client engaging our services (“the Client”, “you”, “your”).

By instructing us to commence a search, providing us with a vacancy briefing, or engaging with any Candidate or Contractor introduced by us, you agree to be bound by these Terms.

These Terms apply to all recruitment services across our practice areas including, but not limited to, Senior Finance, SAP S/4HANA, and Data & AI Engineering.

PART A: GENERAL TERMS

1. DEFINITIONS

“Candidate” means any person introduced by the Company to the Client for an Engagement, whether for permanent employment, interim, or contractor assignment, and includes any person whose details are provided verbally, in writing, or by any electronic means.

“Contractor” means any Candidate engaged on a temporary, interim, or contractor basis, whether supplied via the Company, through the Contractor’s personal service company (PSC), through an umbrella company, or via any other intermediary.

“Engagement” means the engagement, employment, or use of a Candidate by the Client or any Associated Company, whether under a contract of employment, contract for services, or otherwise, on a permanent, temporary, interim, fixed-term, or contractor basis.

“Associated Company” means any subsidiary, holding company, or subsidiary of a holding company of the Client (as defined in the Companies Act 2006), any company in which the Client has a controlling interest, and any partnership, joint venture, or other entity in which the Client or any of its directors, officers, or shareholders has a material interest.

“Introduction” means the provision to the Client of any information (whether oral, written, or electronic) which identifies or could reasonably be used to identify a Candidate, including but not limited to the provision of a curriculum vitae, resume, profile, name, or any other identifying information.

“Remuneration” means the total annual gross remuneration payable to a Candidate in permanent employment, including (but not limited to) base salary, guaranteed bonuses, car allowance, and the monetary value of any other contractual benefits. It excludes discretionary bonuses, pension contributions, equity or share options, and non-contractual benefits unless otherwise agreed in writing.

“Day Rate” means the daily charge rate payable by the Client for the services of a Contractor, inclusive of the Company’s margin.

“Margin” means the difference between the Day Rate charged to the Client and the pay rate paid to the Contractor (or the Contractor’s PSC or umbrella company), representing the Company’s fee for the provision of contractor recruitment services.

2. INTRODUCTION AND ENGAGEMENT

2.1 The Company introduces Candidates to the Client in good faith. An Introduction is deemed to have been made when the Company provides the Client with any information that identifies or could reasonably be used to identify a Candidate.

2.2 An Introduction remains valid for a period of twelve (12) months from the date on which it was made. If the Client engages the Candidate within this period, the Company’s fees shall be payable in accordance with these Terms.

2.3 The Introduction Fee is payable regardless of whether the Candidate is engaged in the role originally discussed, in a different role, at a different level of seniority, in a different location, or on a different basis (permanent, interim, or contractor) than originally contemplated.

2.4 If the Client introduces a Candidate to an Associated Company, and that Associated Company subsequently engages the Candidate within the Introduction Period, the Client shall be liable for the Company’s fees as if it had engaged the Candidate directly.

2.5 The Client shall notify the Company immediately if a Candidate introduced by the Company is already known to the Client. Such notification must be made in writing within five (5) working days of the Introduction. In the absence of such notification, the Introduction shall be deemed effective.

3. FEES AND PAYMENT

3.1 Fees for Permanent, Interim, and Contractor placements are set out in Parts B, C, and D of these Terms respectively.

3.2 All fees quoted are exclusive of Value Added Tax (VAT), which shall be charged at the prevailing rate where applicable.

3.3 Payment of all invoices is due within thirty (30) days of the invoice date. The Company reserves the right to charge interest on overdue invoices at the rate of 4% above the Bank of England base rate per annum, compounded daily, from the due date until payment is received in full, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

3.4 The Company reserves the right to recover all reasonable costs of collection, including legal fees and court costs, incurred as a result of the Client’s failure to pay invoices by the due date.

3.5 The Client shall not withhold, set off, or make any deduction from any sum due to the Company unless agreed in writing by both parties.

4. CONFIDENTIALITY

4.1 All Candidate information provided by the Company to the Client is provided in confidence and must not be disclosed to any third party without the prior written consent of the Company.

4.2 The Client shall not share, forward, or otherwise disclose Candidate CVs, profiles, or identifying information to any Associated Company, partner organisation, client, or any other third party without the Company’s prior written consent.

4.3 The Client acknowledges that the Company’s Candidate database, market intelligence, and recruitment methodologies constitute confidential information and trade secrets of the Company.

5. DATA PROTECTION

5.1 Both parties shall comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 in relation to the processing of personal data in connection with these Terms.

5.2 The Client acknowledges that Candidate personal data provided by the Company is provided for the sole purpose of assessing the Candidate’s suitability for a specific Engagement. The Client shall not use such data for any other purpose without the Candidate’s explicit consent.

5.3 The Client shall implement appropriate technical and organisational measures to protect Candidate personal data against unauthorised access, disclosure, or destruction.

6. LIABILITY AND WARRANTIES

6.1 The Company exercises reasonable care and skill in the selection of Candidates. However, the Company does not warrant that any Candidate is suitable for a particular Engagement. The decision to engage any Candidate rests solely with the Client.

6.2 The Client is responsible for conducting its own due diligence, including but not limited to verifying qualifications, obtaining references, confirming right to work in the UK, conducting background checks, and obtaining any regulatory approvals required for the Engagement.

6.3 The Company’s liability under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the fees paid by the Client to the Company in respect of the relevant Engagement.

6.4 The Company shall not be liable for any indirect, consequential, or special loss or damage (including but not limited to loss of profit, loss of business, loss of opportunity, or damage to reputation) arising out of or in connection with these Terms.

6.5 Nothing in these Terms excludes or limits the Company’s liability for death or personal injury caused by negligence, fraud, or any other liability which cannot be excluded or limited by law.

7. NON-SOLICITATION

7.1 The Client agrees not to directly or indirectly solicit, entice, or recruit (or attempt to do so) any employee or subcontractor of the Company during the term of any Engagement and for a period of twelve (12) months following its conclusion.

8. TERMINATION

8.1 Either party may terminate a particular search or assignment by giving fourteen (14) days’ written notice to the other party, provided that any fees already accrued or due in respect of Introductions made prior to termination shall remain payable.

8.2 Termination of any particular assignment does not affect the Company’s right to fees in respect of any Candidate introduced prior to termination, in accordance with Clause 2.

9. GOVERNING LAW AND JURISDICTION

9.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales.

9.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute arising out of or in connection with these Terms.

10. ENTIRE AGREEMENT AND VARIATION

10.1 These Terms constitute the entire agreement between the parties in relation to the provision of recruitment services and supersede all prior negotiations, representations, undertakings, and agreements, whether oral or written.

10.2 No variation of these Terms shall be effective unless agreed in writing and signed by an authorised representative of both parties.

10.3 The Company reserves the right to update these Terms from time to time. Any updated Terms will be provided to the Client in writing and shall apply to all Introductions and Engagements made after the date of notification.

PART B: PERMANENT PLACEMENTS

11. PERMANENT PLACEMENT FEES

11.1 The Company offers two models for permanent recruitment engagements:

11.2 Contingent Fees. Where the Company is engaged on a contingent (non-exclusive) basis, the fee shall be 20% of the Candidate’s first-year Remuneration as defined in Clause 1. The fee shall be invoiced on the Candidate’s start date and payable within 30 days.

11.3 Retained Fees. Where the Company is engaged on a retained (exclusive) basis, the fee shall be 25% of the Candidate’s first-year Remuneration, payable in three stages:

• Stage 1: 33% of the estimated fee, payable on instruction (non-refundable)
• Stage 2: 33% of the estimated fee, payable on presentation of the agreed shortlist
• Stage 3: 34% of the fee (adjusted to actual Remuneration), payable on the Candidate’s start date

11.4 If the Candidate’s actual Remuneration differs from the estimate used for Stage 1 and Stage 2 payments, the final Stage 3 invoice will be adjusted to reflect the actual fee based on confirmed Remuneration.

11.5 Rebate. If a permanently placed Candidate leaves the Client’s employment (voluntarily or is dismissed for reasons other than redundancy) within the first 12 weeks of employment, the Company will offer the following rebate on the fee paid:

11.6 The rebate in Clause 11.5 is conditional upon: (a) all invoices having been paid in full by their due dates; (b) the Client notifying the Company of the Candidate’s departure within five (5) working days; and (c) the Client having provided the Candidate with a proper induction, training, and reasonable working conditions. The rebate shall be applied as a credit against a replacement search or refunded at the Company’s discretion.

11.7 The rebate does not apply where the Candidate is made redundant, where the Candidate’s role is materially changed from that originally agreed, or where the Client has failed to honour any material term of the Candidate’s employment contract.

11.8 Transfer Fee. If the Client initially engages a Candidate on a contractor or interim basis (under Parts C or D) and subsequently offers the Candidate permanent employment within twelve (12) months of the Introduction, a permanent placement fee shall be payable in accordance with this Part B, less any Contractor Margin already paid to the Company in respect of that Candidate, up to a maximum of 50% of the permanent fee.

PART C: CONTRACTOR PLACEMENTS

12. CONTRACTOR ENGAGEMENT MODEL

12.1 The Company provides contractor recruitment services across its practice areas. Contractors may be engaged via their own personal service company (PSC), through an umbrella company, or on a PAYE basis, depending on the Contractor’s preferred working arrangement and applicable tax and employment legislation.

12.2 The Client shall pay the agreed Day Rate for each day (or part-day, as agreed) worked by the Contractor. The Day Rate is inclusive of the Company’s Margin. Day Rates are agreed individually for each assignment and confirmed in writing prior to the Contractor’s start date.

12.3 The Company shall invoice the Client weekly or monthly (as agreed) based on timesheets approved by the Client. Payment is due within thirty (30) days of the invoice date.

12.4 The Client is responsible for approving Contractor timesheets in a timely manner. Late approval of timesheets does not extend the payment due date. If the Client fails to approve a timesheet within five (5) working days of submission, the timesheet shall be deemed approved.

13. IR35 AND OFF-PAYROLL WORKING

13.1 The Client acknowledges its obligations under the off-payroll working rules (commonly known as IR35) as set out in Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003, as amended.

13.2 Where the Client is a “medium or large” entity for the purposes of the off-payroll rules, the Client is responsible for making a Status Determination Statement (SDS) for each Contractor engaged through the Company. The Client shall provide the SDS to both the Company and the Contractor before the Contractor’s start date.

13.3 The Client shall exercise reasonable care in making each SDS and shall follow HMRC’s Check Employment Status for Tax (CEST) tool or equivalent methodology.

13.4 The Client shall indemnify the Company against any tax, National Insurance contributions, penalties, interest, or other liabilities arising from an incorrect or negligent SDS, or from the Client’s failure to provide an SDS in accordance with applicable legislation.

13.5 If a Contractor disagrees with an SDS, the Client shall consider the Contractor’s representations and respond within 45 days, in accordance with the statutory dispute resolution process.

14. CONTRACTOR TERM AND TERMINATION

14.1 Each contractor assignment shall have a specified duration as agreed in writing between the parties. Either party may terminate a contractor assignment by giving the notice period specified in the assignment confirmation, or one (1) week’s notice if no period is specified.

14.2 The Client may terminate a contractor assignment immediately for cause, including but not limited to gross misconduct, material breach of client policies, or failure to perform duties to a reasonable standard. The Client shall notify the Company immediately of any such termination and the reasons for it.

14.3 On termination of a contractor assignment, the Client shall pay for all days worked up to and including the date of termination, including any days worked during the notice period.

15. CONTRACTOR EXTENSIONS

15.1 Any extension of a contractor assignment beyond the original end date must be agreed in writing between the Client and the Company. The Day Rate and other terms for the extension period shall be as agreed for the original assignment unless otherwise negotiated.

15.2 If the Client continues to utilise the services of a Contractor beyond the original end date without formally agreeing an extension, the Client shall be deemed to have extended the assignment on the same terms and Day Rate, and the Company’s fees shall continue to accrue.

15.3 The Client shall not engage the Contractor directly (whether through the Contractor’s PSC, another agency, or otherwise) during the assignment or within six (6) months of the end of the assignment without the Company’s prior written consent. Any such direct engagement shall entitle the Company to payment of a Transfer Fee calculated as the equivalent of 12 weeks’ Margin.

PART D: INTERIM PLACEMENTS

16. INTERIM ENGAGEMENT MODEL

16.1 Interim placements are engagements where a senior professional is placed with the Client on a temporary basis to fulfil a specific role, project, or mandate. Typical interim placements include (but are not limited to) interim CFOs, Finance Directors, FP&A Directors, and Financial Controllers.

16.2 Interim placements operate on a Day Rate model in accordance with Part C of these Terms, with the following additional provisions specific to interim engagements.

16.3 Given the seniority and strategic nature of interim placements, the Company will typically conduct a more rigorous qualification process than for standard contractor placements. This may include detailed briefing meetings, structured shortlisting, and preliminary assessments. Unless otherwise agreed, no fee is payable for this qualification process.

17. INTERIM-SPECIFIC TERMS

17.1 Interim professionals may work patterns other than five days per week (for example, three or four days per week). The agreed working pattern shall be confirmed in writing prior to the start of the assignment. The Day Rate applies to each day worked in accordance with the agreed pattern.

17.2 Interim to Permanent Conversion. If the Client wishes to offer an Interim Candidate permanent employment during the assignment or within twelve (12) months of the end of the assignment, a Transfer Fee shall be payable. The Transfer Fee shall be calculated as the higher of: (a) a permanent placement fee in accordance with Part B (less Margin already paid, up to 50% of the permanent fee); or (b) the equivalent of 12 weeks’ Margin at the prevailing Day Rate.

17.3 Notice Periods. Either party may terminate an interim assignment by giving the notice period specified in the assignment confirmation. If no notice period is specified, a minimum of two (2) weeks’ notice shall apply, reflecting the seniority of the roles typically placed on an interim basis.

17.4 The Client acknowledges that interim professionals are engaged to provide strategic leadership and may be privy to commercially sensitive information. The Client shall ensure appropriate confidentiality obligations are included in any direct agreement with the Interim Candidate.

PART E: ADDITIONAL PROVISIONS

18. AGENCY WORKER REGULATIONS 2010

18.1 The Client acknowledges its obligations under the Agency Workers Regulations 2010 (AWR) in respect of any agency worker supplied by the Company.

18.2 The Client shall provide the Company with details of any relevant terms and conditions of employment that apply to comparable employees of the Client, to enable the Company to comply with its obligations under AWR.

18.3 The Client shall inform the Company of any change to the terms and conditions of comparable employees that may affect the Company’s obligations under AWR.

18.4 The Client shall indemnify the Company against any claims, liabilities, costs, or expenses arising from the Client’s failure to provide accurate information under this Clause or from any breach of AWR attributable to the Client.

19. CONDUCT OF EMPLOYMENT AGENCIES AND EMPLOYMENT BUSINESSES REGULATIONS 2003

19.1 The Company operates in compliance with the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended).

19.2 The Client agrees that, in respect of contractor and interim placements, the Company operates as an employment business within the meaning of the Regulations.

19.3 The Client agrees that, in respect of permanent placements, the Company operates as an employment agency within the meaning of the Regulations.

20. HEALTH AND SAFETY

20.1 The Client shall be responsible for the health and safety of any Contractor or Interim professional whilst they are working at the Client’s premises or on the Client’s business.

20.2 The Client shall notify the Company immediately of any health and safety incidents involving a Contractor or Interim professional supplied by the Company.

21. INSURANCE

21.1 The Company maintains appropriate professional indemnity insurance and employers’ liability insurance (where applicable).

21.2 Details of the Company’s insurance arrangements are available upon request.

22. ANTI-BRIBERY AND MODERN SLAVERY

22.1 Both parties shall comply with all applicable laws relating to anti-bribery and anti-corruption, including the Bribery Act 2010.

22.2 Both parties shall comply with the Modern Slavery Act 2015 and shall not engage in, facilitate, or condone any form of modern slavery, forced labour, or human trafficking.

23. SEVERABILITY

23.1 If any provision of these Terms is found by any court or tribunal to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the remaining provisions.

24. WAIVER

24.1 No failure or delay by either party in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy prevent any further exercise of it or the exercise of any other right or remedy.

25. THIRD PARTY RIGHTS

25.1 No person other than a party to these Terms shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

SCHEDULE 1: FEE SUMMARY

All fees are exclusive of VAT.

Payment terms: 30 days from invoice date.

Late payment interest: 4% above Bank of England base rate per annum.