Terms & Conditions

BSM Associates (US) Inc dba Taurus Search of 21 W 46th Street, New York, NY 10036

means the person Introduced by the Agency to the Client for an Engagement including any officer, employee or other representative of the Candidate if the Candidate is a corporate body, and members of the Agency’s own staff;

means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to which the Candidate is Introduced;

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, licence, franchise or partnership agreement; or any other engagement; or through a limited company of which the Candidate is an officer, employee or other representative; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;

means (i) the passing to the Client of a resume or information which identifies the Candidate or (ii) the Client’s interview of a Candidate (in person, by telephone or by any other means), in each case of clauses (i) and (ii), which precedes the Engagement of the Candidate; and “Introduces” and “Introduced” shall be construed accordingly;

means the fee payable by the Client to the Agency for anIntroduction resulting in an Engagement;

includes gross base salary, expected bonus, sign-on and equity/carry/deferred cash buyout

Unless the context requires otherwise, references to the singular include the pluraland the masculine includes the feminine and vice versa.

The headings contained in these Terms are for convenience only and do not affecttheir interpretation.

These terms of business and the attached Schedule(s) (“the Terms”) constitute thecontract between the Agency and the Client for the supply of permanent or contractstaff (to be engaged directly by the Client) and are deemed to be accepted by theClient by virtue of an Introduction or the Engagement of a Candidate, or the passingby the Client of any information about a Candidate to any third party following anIntroduction.

These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a director of the Agency, these Terms prevail over any other terms of business or purchase conditions (or similar) put forward by the Client.

No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a director 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.

The Agency acts as an employment agency when Introducing Candidates to the Client for direct Engagement by that Client.

The Client agrees to:

notify the Agency immediately of the terms of any offer of an Engagement which it makes to the Candidate;

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

pay the Introduction Fee, to be calculated in accordance with the provisions of this clause 3, by the due date for payment in clause 3.7.

The Introduction Fee calculated in accordance with clause 3.3 below is payable if the Client Engages the Candidate within the period of 12 calendar months from the date of (a) the Introduction, (b) the Client’s withdrawal of an offer of Engagement or (c) the Candidate’s rejection of an offer of an Engagement, (whichever is the later).

The Introduction Fee is the amount equal to 30% of the Remuneration applicable during the first 12 months of the Engagement.

Where the actual Remuneration is not known, the Agency will charge an Introduction Fee calculated in accordance with clause 3.3 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.

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. If the Client (a) extends the Engagement beyond the initial fixed term or (b) re-Engages the Candidate within 6 calendar months from the date of termination of the agreed period of the fixed term Engagement, then the Client shall be liable to pay a further Introduction Fee based on the additional Remuneration applicable for (a) the extended period of Engagement or (b) the period of the second and any subsequent Engagement, subject to the Client not being liable to pay a greater sum in Introduction Fees than the Client would have been liable for under clause 3.3 had the Candidate first been Engaged for 12 months or more.

The Client’s obligations under this clause 3 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.

The Introduction Fee shall be payable within 14 days of the date of the Agency’s invoice which shall be rendered once the Candidate commences the Engagement

The Agency reserves the right to charge interest on invoiced amounts unpaid by the due date at the rate of 8% per annum above the base rate from the due date until the date of payment

The Agency endeavours to ensure the suitability of Candidates Introduced to the Client to work in the position which the Client seeks to fill by taking reasonably practicable steps to

ensure that it would not be detrimental to the interests of either the Client or the Candidate;

ensure that both the Client and Candidate are aware of any requirements imposed by law or by any professional body;

confirm that the Candidate is willing to work in the position

Not withstanding clause 5.1 the Client shall be obliged to satisfy itself as to the suitability of the Candidate for the position they are seeking to fill. The Client is responsible for:

checking any references provided by the Candidate before Engaging the Candidate;

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;

the arrangement of medical examinations and/or investigations into the medical history of any Candidate; and

satisfying any medical and other requirements, qualifications or permission required for the Candidate to work in the Engagement.

To enable the Agency to comply with its obligations under 5.1 above the Client undertakes to provide to the Agency details of the position which the Client seeks to fill, including the following:

the type of work that the Candidate 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 Candidate to possess in order to work in the position;

any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;

the date the Client requires the Candidate to commence the Engagement;

the duration or likely duration of the Engagement;

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 Candidate would be entitled to give and receive to terminate their employment with the Client.

All information relating to a Candidate is confidential 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. 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.

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 under law.

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.

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.

These Terms are governed by the law of the State of New York and are subject to the exclusive jurisdiction of the Courts of New York State. The prevailing party in any action between the parties arising from or related to this agreement, including without limitation the enforcement of this agreement, shall be entitled to recover from the non-prevailing party the reasonable attorneys’ fees and costs incurred by the prevailing party in such action.