1. Interpretation
1.1 In these Terms of Business, the following words and expressions carry the meanings given below, unless the context requires otherwise:
“Associated Company” means, in relation to the Client, any entity which at any time controls, is controlled by, or is under common control with the Client, whether that entity is a company, limited liability partnership, partnership, trust or other body or undertaking, and whether control is held directly or indirectly, alone or together with others, and including any entity controlled by the same person or persons who control the Client. “Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, applied as if the entity were a company where it is not. References to an Associated Company include any successor to, or purchaser of all or a substantial part of the business or assets of, the Client or of that entity;
“Atomic” means Atomic Practice Recruitment, a trading style of Fusion Recruitment Ltd, a company registered in England and Wales with company number 14552355 whose registered office is at Marlborough House, 298 Regents Park Road, Finchley, London N3 2SZ, acting as an “Employment Agency” under the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (the “Conduct Regulations”). References to Atomic are to Fusion Recruitment Ltd contracting under that trading style;
“Candidate” means any individual put forward by Atomic to the Client for an Engagement, and includes anyone who later supplies their services through a personal service company;
“Client” means the individual, partnership or corporate entity to which Atomic puts forward a Candidate;
“Confidential Information” means information concerning either party or their businesses, staff, customers or suppliers, whether recorded in writing, held electronically, or disclosed orally, including (without limitation) commercial, financial, technical or operational material of a proprietary nature;
“Data Controller” has the meaning given to “data controller” or “controller” under the Data Protection Legislation, as applicable;
“Data Protection Legislation” means the UK data protection framework in force from time to time, including the UK General Data Protection Regulation, the Data Protection Act 2018, and any successor or related legislation concerning the handling of personal data;
“Engagement” means the Client (or any Associated Company of the Client) taking on a Candidate in any capacity, whether directly employed, self-employed, or engaged via an agency, franchise, partnership or other arrangement, on a permanent, fixed-term, interim, temporary or any other basis, and whether or not Atomic is aware of or has consented to the arrangement; “Engage” is to be read accordingly;
“Introduction” means (a) Atomic providing the Client (or an Associated Company of the Client) with a CV or other information identifying a Candidate, where this leads to the Candidate’s Engagement, or (b) the Client (or an Associated Company) interviewing a Candidate, whether in person or remotely, whichever occurs first being treated as the date of Introduction; “Introduced” is to be read accordingly;
“Permanent Staff” means a Candidate engaged by the Client on an open-ended basis following an Introduction;
“Personal Data” bears the meaning given under the Data Protection Legislation;
“Personal Data Breach” means any accidental or unlawful destruction, loss, alteration or unauthorised access to or disclosure of Personal Data processed under these Terms or relating to a Candidate;
“Process” (and “Processed”/”Processing”) bears the meaning given under the Data Protection Legislation;
“Remuneration” means the total annual base salary together with all guaranteed or expected bonus, commission, allowances, inducement payments and other taxable or non-taxable payments due to a Candidate for services performed for the Client or an Associated Company of the Client.
1.2 Headings are included for ease of reference only and do not affect interpretation. A reference to legislation includes that legislation as re-enacted, replaced or amended from time to time.
1.3 These Terms apply only to the Introduction of Candidates for permanent Engagement, including by way of retained search under Schedule 2. Atomic does not supply temporary, interim or fixed-term contract workers under these Terms. If, following an Introduction, the Client Engages a Candidate on a fixed-term, interim, temporary or other non-permanent basis, Atomic’s fee remains payable under these Terms, calculated in accordance with clause 1.1 of Schedule 1.
2. Duration and Termination
2.1 These Terms take effect, unless otherwise agreed, from the earlier of the date the Client accepts them (including online, by email or by signing an engagement letter) and the date the Client is treated as having accepted them under clause 2.2, and remain in force until ended under this clause 2.
2.2 Whether or not the Client has expressly accepted these Terms, the Client will be treated as having accepted them from the moment it (or an Associated Company) instructs Atomic, requests details of a Candidate from Atomic, responds to Atomic about a Candidate whose details Atomic has sent to it, invites a Candidate to interview, makes an offer of Engagement to a Candidate, or does anything else that amounts to acceptance under clause 2.9, whichever happens first. This applies regardless of whether the eventual Engagement matches the role for which the Candidate was originally introduced.
2.3 These Terms take priority over any conflicting terms put forward by the Client, including terms printed on or attached to a purchase order, unless a director of Atomic agrees otherwise in writing. No amendment to these Terms proposed by the Client is valid unless a director of Atomic confirms it in writing. This does not restrict Atomic’s right to vary these Terms under clause 2.10.
2.4 The Client may not transfer its rights or obligations under these Terms, including to any Associated Company or other connected entity, without Atomic’s prior written consent.
2.5 Either party may bring the arrangement created by these Terms to an end by giving the other 30 days’ written notice. Termination does not affect Atomic’s right to a fee in respect of any Candidate Introduced before termination who is Engaged afterwards within the periods set out in clauses 4.5 and 4.6, and clauses 4.5 to 4.8, 4.13 and 11 survive termination for that purpose.
2.6 Atomic may end the arrangement by written notice if any invoice remains unpaid more than 14 days after its due date.
2.7 Ending the arrangement does not affect any rights or obligations that have already accrued at the point of termination.
2.8 Where Atomic has issued the Client with an engagement letter, that engagement letter and these Terms are to be read together and form the contract between the parties. Where the Client has signed an engagement letter, the terms of that engagement letter take precedence over these Terms to the extent of any inconsistency.
2.9 These Terms are published on Atomic’s website and do not need to be signed to be binding. Where Atomic sends the Client details of a Candidate, including by email or CV, that communication will refer to these Terms. Receiving those details does not of itself amount to acceptance of these Terms, but the Client accepts these Terms if it responds to Atomic about that Candidate (including by requesting further information or an interview), contacts that Candidate, directly or indirectly, passes the Candidate’s details to any other person, or Engages the Candidate. Where the Client signs an engagement letter, including by electronic signature in accordance with the Electronic Communications Act 2000, that signature also confirms that the Client has read, understood and agreed to these Terms. Unless otherwise agreed, these Terms apply to all future instructions the Client gives Atomic, subject to any engagement letter issued for that instruction.
2.10 Atomic may vary these Terms from time to time by publishing an updated version on its website, stating the date from which it applies, which will be not less than 30 days after publication. The updated version applies to any Introduction made on or after that date. Introductions made before then continue to be governed by the Terms in force at the date of the Introduction.
3. Fees, Invoicing and Payment
3.1 All charges are invoiced and paid in pounds sterling.
3.2 Where Remuneration is expressed in a currency other than sterling, Atomic will convert it into sterling using the Financial Times exchange rate (or another comparable published rate it selects) as at the start date of the relevant Engagement and will calculate its fee on that basis.
3.3 Figures quoted in these Terms exclude VAT and any other sales tax; where tax applies, the Client will pay it at the applicable rate.
3.4 Invoices are payable in full within 7 days of the invoice date, with no deduction, set off or withholding. If an invoice is disputed, the Client must notify Atomic in writing within 7 days of the invoice date in accordance with clause 4.10. Any part of the invoice that is not disputed remains payable by its due date.
3.5 Where an invoice is not paid by its due date, Atomic is entitled to interest and to fixed sum compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, and the Client will also reimburse Atomic’s reasonable costs of recovery, including legal and collection costs. Interest accrues daily on the overdue sum from the due date until payment in full, both before and after judgment. All rights under that Act are reserved.
3.6 Where Atomic arranges advertising on the Client’s behalf, the Client is responsible for the agreed artwork and media spend. An advertisement can only be withdrawn if enough notice is given to allow cancellation; otherwise, the agreed cost remains payable.
3.7 Not used.
3.8 In addition to its fees, the Client will reimburse Atomic promptly on receipt of an invoice for all out-of-pocket expenses reasonably incurred in connection with an Engagement or assignment, including advertising, travel, accommodation, telecommunications, postage and printing costs, and any other expenses agreed with the Client or, absent agreement, which are reasonable.
3.9 Not used.
4. General Obligations
4.1 When making an Introduction, Atomic will inform the Client of the Candidate’s identity, that the Candidate has represented to Atomic that they have the experience, training, qualifications and any authorisation which the Client considers necessary, or which are required by law or by any professional body, to work in the position, and that the Candidate appears willing to work in the position. Where the law or a professional body requires the Candidate to hold a qualification or authorisation for the position, Atomic will take all reasonably practicable steps to confirm that the Candidate holds it, as required by the Conduct Regulations. Any information supplied by Atomic to the Client is supplied in good faith on the basis of information given by the Candidate, and Atomic does not represent or warrant that information to be true.
4.2 Notwithstanding clause 4.1, the Client remains responsible for satisfying itself of each Candidate’s suitability and for taking up references before proceeding with an Engagement. The Client is responsible for arranging any necessary work permits, medical checks and other legal or regulatory requirements applicable to the Candidate and must tell Atomic about any health and safety considerations, or any other reason the Engagement might not be appropriate for the Candidate. Before Atomic introduces a Candidate, the Client will give Atomic the information Atomic needs to comply with regulation 18 of the Conduct Regulations, including the Client’s identity and the nature of its business, the start date, the position (including the type of work, location and hours), any known health and safety risks and the steps taken to control them, the experience, training, qualifications and authorisations the Client considers necessary or which are required by law or by any professional body, the minimum Remuneration and other benefits offered, the intervals at which the Candidate will be paid and the notice period.
4.3 If the Client has already received details of a Candidate from another agency for the same vacancy, it must tell Atomic within 2 working days. If it fails to do so and later Engages that Candidate, Atomic may still charge its fee under clause 1.3 of Schedule 1.
4.4 The Client must flag, as soon as it becomes aware, any reason why proceeding with an Engagement might not be in the Candidate’s or the Client’s best interests.
4.5 If a Candidate is re-engaged by the Client (or an Associated Company) within 12 months of an earlier Engagement ending, a further fee becomes payable, calculated under clause 1.3 of Schedule 1, and the replacement and credit provisions in Schedule 1, clause 2, will not apply to that re-engagement.
4.6 If, within 12 months of an Introduction, the Client or an Associated Company Engages the introduced Candidate, directly or indirectly, an introductory fee becomes payable under the scale in clause 1.3 of Schedule 1.
4.7 Any offer of Engagement made by the Client, or by an Associated Company of the Client, to a Candidate, whether made during an Introduction or within 12 months of it, must be made through Atomic. The Client must tell Atomic promptly, and in any event within 2 days of an offer being made or of the Engagement taking effect, whichever is sooner, of any offer made to a Candidate, must confirm as soon as it is accepted, and must provide full details of the Candidate’s Remuneration including any bonus, commission, allowances or other benefits.
4.8 The Client must not pass on information about a Candidate to any third party, and must ensure its staff and agents do likewise, as Introductions are confidential; breach of this obligation may expose Atomic to liability under the Conduct Regulations or Data Protection Legislation, and the Client agrees to indemnify Atomic against any resulting liability. Where the Client (or an Associated Company), with the Candidate’s consent, passes a Candidate’s details to a third party who goes on to engage that Candidate within 12 months of the Introduction, the Client remains liable for Atomic’s fee under the applicable fee structure, with no entitlement to any credit note.
4.9 Atomic is not responsible for, and is not required to carry out, any due diligence investigation in relation to a Candidate, for taking up references, or for independently verifying any information given to it by a Candidate. Atomic is not responsible for providing specialist or technical advice, including tax, legal, pensions, regulatory or actuarial advice, or for any work performed or advice given by any other person. The Client is responsible for assessing all commercial benefits and implications of a proposed Engagement.
4.10 If the Client has any cause for dispute about an invoice, it must notify Atomic as soon as possible and must confirm the dispute in writing within 7 days of the invoice date. Atomic is not obliged to consider a dispute notified outside that period.
4.11 The Client must not approach a Candidate’s current or former employer, or take up any reference, until the Client has made a written offer which the Candidate has accepted in writing. Atomic accepts no liability arising from any approach made in breach of this clause, and the Client will indemnify Atomic against any resulting claim, cost or liability.
4.12 Where Atomic notifies the Client that a shortlist, report or other deliverable has been provided, the Client has 5 business days from that notification to accept or reject it, giving written reasons for any rejection. Unless otherwise agreed, the deliverable is deemed accepted at the end of that period and any fee referable to it becomes payable. This clause applies equally to any revised or subsequently submitted deliverable.
4.13 The Client will not, and will procure that its Associated Companies do not, enter into any arrangement the purpose or effect of which is to avoid, reduce or defer a fee that would otherwise be payable to Atomic under these Terms, including by Engaging a Candidate through a third party, a newly formed entity, an individual connected with the Client, a successor to the Client’s business, or any other indirect route. Where such an arrangement is entered into, the fee that would have been payable had the Candidate been Engaged directly by the Client remains payable in full.
5. Liability and Indemnity
5.1 Atomic takes reasonable care to put forward Candidates of suitable skill, integrity and reliability, in line with the Client’s written brief. Subject to clause 5.3, however, Atomic accepts no liability for: (a) failing or delaying to introduce a Candidate; (b) a Candidate’s negligence, dishonesty, misconduct, or lack of skill or judgement; or (c) any other act or omission by a Candidate.
5.2 Other than as expressly stated in these Terms, and subject to clause 5.3, no warranty or condition, including as to satisfactory quality or fitness for purpose, is implied into Atomic’s Introduction service or anything it supplies under these Terms.
5.3 Nothing in these Terms limits or excludes either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) sums properly due under these Terms; or (d) any other liability that cannot lawfully be limited or excluded.
5.4 Subject to clause 5.3, neither party is liable (in contract, tort, for breach of statutory duty or otherwise) for loss of profit, sales, turnover, revenue, business, customers or contracts; loss of or damage to reputation or goodwill; loss of anticipated savings; loss of or damage to software, data or the use of hardware; wasted management or staff time; or indirect or consequential loss, whether or not such loss was foreseeable or the party was told it might occur (and “loss” here includes a partial loss as well as a total one).
5.5 Subject to clause 5.3, Atomic’s total liability to the Client arising under or in connection with these Terms, whether in contract, tort (including negligence), restitution, breach of statutory duty, misrepresentation or otherwise, and whether arising from a single event or a series of connected events, is limited in aggregate to £10,000. Liability in respect of any single event will not exceed that aggregate cap, less any amounts already paid in respect of earlier claims. Nothing in this clause limits or caps the Client’s liability to Atomic, including under any indemnity given by the Client under these Terms.
5.6 The Client’s contract is solely with Atomic, which has sole legal liability for the services provided and for any act or omission in the course of them. No member, director, officer, employee, agent, consultant or subcontractor of Atomic has any personal liability to the Client for any loss or claim arising under or in connection with these Terms, and the Client will not bring any claim against any such person.
5.7 Unless expressly agreed otherwise in writing, Atomic owes no duty to, and accepts no liability or responsibility to, any person other than the Client, and accepts no liability for any consequence arising from reliance on its advice, information or services by any person other than the Client. Atomic is not responsible for any failure to advise or comment on matters falling outside the scope of the Client’s instructions as set out in these Terms and any engagement letter.
5.8 Where the performance of Atomic’s obligations is prevented or delayed by any act or omission of the Client, or of the Client’s agents, subcontractors, consultants or employees, Atomic is not liable for any cost, charge or loss sustained or incurred by the Client arising directly or indirectly from that prevention or delay.
6. Resolving Disputes
6.1 Where a disagreement arises that these Terms do not directly address, the parties will first meet to try to resolve it. If unresolved, they will meet again within 72 hours. If still unresolved, the matter will be escalated to each party’s Managing Director (or equivalent).
6.2 This clause does not prevent either party from applying to the courts at any time.
7. Equal Opportunities
7.1 Atomic operates as an equal opportunities employer and applies this principle across its business. The Client agrees to comply with the Equality Act 2010 in how it selects and treats Candidates.
7.2 The Client will indemnify Atomic against any claims, costs, or liabilities Atomic incurs as a result of the Client’s (or its staff’s or agents’) breach of any equality or anti-discrimination legislation in connection with an Introduction or Engagement.
8. Data Protection
8.1 In this clause 8, “Data Subject” bears the meaning given under the Data Protection Legislation and includes a Candidate.
8.2 The parties agree that Atomic acts as Data Controller of Candidate Personal Data and shares that data with the Client for the purposes contemplated by these Terms, in accordance with the Data Protection Legislation.
8.3 The parties agree that the Client is also a Data Controller, and that the parties are not joint controllers unless they specifically agree otherwise.
8.4 Each party confirms to the other that it will Process any Personal Data it receives, whether from the Client, Atomic, or the Candidate, in accordance with the Data Protection Legislation.
8.5 Each party will apply appropriate technical and organisational safeguards to protect Personal Data against accidental loss, damage, alteration, or unauthorised disclosure.
8.6 The Client will:
(a) follow Atomic’s instructions on sharing data between the parties, and where it asks Atomic for Personal Data not already in its possession, set out its legal basis for the request. Atomic may decline where, in its reasonable view, sharing would breach the Data Protection Legislation; and
(b) not put Atomic in a position where it breaches its own obligations under that legislation.
8.7 The Client will notify Atomic immediately of any actual or suspected Personal Data Breach, giving details of what happened, the data categories involved, the Data Subjects affected, and any other information Atomic reasonably requires.
8.8 Following a Personal Data Breach, the Client will, at its own cost, provide whatever assistance Atomic reasonably requests to investigate or defend a related claim or regulatory enquiry, remedy the breach, and prevent recurrence, and will confirm in writing the steps it has taken.
8.9 The Client will only Process a Candidate’s Personal Data for the purpose of considering them for the relevant vacancy under these Terms.
8.10 The Client will provide evidence of compliance with this clause 8 on request.
8.11 The Client will indemnify Atomic against costs, claims or liabilities arising from the Client’s failure to comply with this clause 8.
9. Confidentiality
9.1 Except as this clause 9 or another provision of these Terms allows, each party will keep the other’s Confidential Information confidential and will not disclose it to any third party without prior written consent.
9.2 This obligation does not apply to information that:
(a) the receiving party already held without any duty of confidence before disclosure;
(b) it received from a third party free of any confidentiality obligation;
(c) was already public other than through a breach of these Terms;
(d) must be disclosed by law, or by order of a court or regulator; or
(e) was developed independently without reference to the other party’s Confidential Information.
9.3 This clause survives termination of these Terms for five years.
9.4 Atomic may disclose Confidential Information, and may permit its files and records to be reviewed, in connection with a due diligence exercise relating to the sale or transfer of all or part of its business, the acquisition of another business, or any financing or reorganisation, provided the recipient is subject to obligations of confidentiality no less onerous than those in this clause 9. Atomic may also disclose Confidential Information to its insurers, brokers and professional advisers, and to any regulator or professional body conducting an audit or quality review of its business.
10. Force Majeure
10.1 Neither party is liable for failing to perform its obligations where that failure results from circumstances reasonably beyond its control, provided the affected party promptly notifies the other of the circumstances.
11. Non-Solicitation
11.1 During these Terms and for 36 months afterwards, the Client will not, and will procure that its Associated Companies do not, without Atomic’s prior written consent, employ, engage, or seek to entice away any individual who is or has been engaged as an employee, consultant or subcontractor of Atomic at any time during the arrangement, nor assist or encourage any other person to do so, whether or not that would place the individual in breach of their own contract.
11.2 Breach of clause 11.1 makes the Client liable to pay Atomic a sum equal to 30% of the then current annual Remuneration of the individual concerned.
11.3 This clause survives termination of these Terms for 36 months.
12. General
12.1 The Client may not assign these Terms, in whole or in part, without Atomic’s prior written consent.
12.2 Each party acts as an independent contractor; nothing in these Terms creates a partnership, joint venture, or similar relationship.
12.3 A party’s failure to enforce any part of these Terms at any time is not a waiver of its right to do so later.
12.4 No one other than Atomic and the Client may enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
12.5 If any part of these Terms is or becomes invalid or unenforceable but would be valid if part of it were removed, that part will apply with the minimum deletion needed to make it valid.
12.6 These Terms, together with any engagement letter issued by Atomic, represent the entire agreement between the parties on the matters they cover and replace any earlier agreements on those matters, save that nothing here excludes liability for fraud or fraudulent misrepresentation. Each party confirms it has not relied on anything said or done by the other party except as set out expressly in these Terms.
12.7 Atomic may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms.
13. Notices
13.1 Notices under these Terms must be in writing and sent by email, registered post or recorded delivery to Atomic at its registered office or at the email address published on its website, and to the Client at the postal or email address it last gave to Atomic (or, in either case, such other address as is notified in writing from time to time). A postal receipt is conclusive evidence of posting and its date.
14. Governing Law
14.1 These Terms, and any agreement made under them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
15. Marketing and Publicity
15.1 The Client agrees that Atomic may describe the fact of the Engagement, and may identify the Client by name and logo, in any form of media including its marketing materials, website and credentials documents.
15.2 The Client will ensure that any announcement, publication or statement made by it or on its behalf which refers to Atomic or to the Engagement is made only after consultation with Atomic, and is always true, accurate and not misleading.
16. Financial Crime
16.1 Atomic may be required to comply with anti-money laundering, counter terrorist financing and counter proliferation financing obligations, and may ask the Client for evidence of identity, including that of its directors and beneficial owners, and may carry out electronic verification searches and other enquiries for that purpose. Where that information is not provided promptly Atomic’s work may be delayed, and Atomic is not liable for that delay.
16.2 Subject to clause 5.3, Atomic is not liable for any loss arising from or connected with its compliance with any statutory obligation, or any reasonable belief that it is under such an obligation, to report a matter to the relevant authorities. Atomic may be prohibited by law from informing the Client that such a report has been made.
Schedule 1 – Permanent Placements
1. Fee Structure
1.1 The fees below are expressed as a percentage of Remuneration and are subject to VAT where applicable. Part-time roles are pro-rated by Atomic. A minimum fee of £5,000 applies to every fee payable for an Engagement under these Terms, including for part-time roles, re-engagements and Retained Search Assignments under Schedule 2. Where a Candidate is Engaged on a fixed-term, interim, temporary or other non-permanent basis, the fee is calculated under clause 1.3 on the Remuneration the Candidate would receive over a full year, without pro-rating, subject to the same minimum fee.
1.2 Unless otherwise agreed in writing (in a signed engagement letter), fees under clause 1.3 are invoiced once the relevant Engagement (or re-engagement) begins.
1.3 Permanent Staff: the fee is calculated as follows:
| Remuneration Range | Percentage of Remuneration |
| Up to £39,999 | 20% |
| £40,000 to £99,999 | 22% |
| £100,000 plus | 25% |
2. Replacement and Credit for Permanent Staff
2.1 Clause 2.2 applies, subject to clause 2.3, if the Engagement of Permanent Staff ends within 12 weeks of its start date for any reason other than redundancy, wrongful or unfair dismissal, reorganisation, change of ownership (sale or acquisition) or strategy, the Candidate reasonably believing the role differed materially from what they were told before accepting, the Candidate’s gross misconduct, or the Candidate leaving as a result of discrimination or similar treatment. No replacement or credit note applies where the Candidate is Engaged on a fixed-term, interim, temporary or other non-permanent basis, or where the Candidate previously worked for the Client on a temporary or interim basis.
2.2 Where the Engagement of Permanent Staff ends within 12 weeks of its start date for a reason other than those listed in clause 2.1, Atomic will use reasonable endeavours to find a replacement at no further cost to the Client, except for any additional expenses as agreed in advance. This guarantee is subject to all payment and invoices due having been paid in full by the Client. If Atomic is unable to source a replacement Candidate within an 8-week time frame (the Client acting reasonably at all times in considering any replacement Candidate) from the date of termination, the Client may choose either (a) for Atomic to continue to search for a replacement Candidate at no further fee, or (b) a credit note issued to the Client, which has no cash value and may only be applied against Atomic’s fees for the Client’s next recruitment assignment with Atomic, with the value of the credit note calculated by reference to the length of the Engagement, as follows:
• 0 – 4 weeks: 75% of the initial invoice
• 5 – 8 weeks: 50% of the initial invoice
• 9 – 12 weeks: 25% of the initial invoice
2.3 To claim the credit note, the Client must have paid within the agreed terms and notified Atomic in writing within 7 days of the Engagement ending. Credit notes must be claimed within 1 month of the end of the 8-week period in clause 2.2, after which the entitlement lapses.
2.4 If the Client, or an Associated Company of the Client, re-engages the same Candidate (directly or indirectly), any credit note already issued is cancelled and, to the extent it has already been applied, the amount credited must be paid to Atomic immediately.
Schedule 2 – Retained Search
1. Definitions
1.1 “Retained Search Assignment” means an engagement under which Atomic identifies Candidates against a brief provided by the Client and approaches shortlisted individuals to gauge their interest in the role.
2. Fees
2.1 Fees for each Retained Search Assignment are payable as follows:
(a) a non-refundable Retainer Fee, invoiced on commencement of the assignment;
(b) a non-refundable Shortlist Fee, invoiced on presentation of at least three Candidates who, in Atomic’s reasonable view, meet the brief provided; and
(c) a Completion Fee, invoiced once the relevant Candidate accepts the Engagement.
2.2 Fees apply whether or not the Client already knew of the Candidate before the Introduction.
2.3 The total fee is the percentage of Remuneration shown below, payable in three stages, each shown as a percentage of that total fee:
| Percentage of Remuneration | Retainer Fee | Shortlist Fee | Completion Fee |
| 30% | 34% | 33% | 33% |
2.4 Fees are payable in three stages as set out in clause 2.3. The first two stages are calculated on the total fee that would be payable on a proposed Remuneration figure agreed between Atomic and the Client before the assignment starts (the “Estimated Fee”); the Completion Fee is the balance of the total fee calculated on the Candidate’s actual Remuneration, after deducting the Retainer Fee and Shortlist Fee.
2.5 If the Client cancels a Retained Search Assignment or materially changes its requirements (as reasonably determined by Atomic) before the Completion Fee becomes payable, the Client will pay: (a) any Retainer Fee and Shortlist Fee already invoiced or then due; (b) a cancellation fee equal to 10% of the part of the Estimated Fee not yet invoiced; and (c) any advertising and other costs Atomic has incurred.
3. Fee Replacement Guarantee
3.1 For Retained Search Assignments, if the Candidate’s Engagement ends within 12 weeks of its start date in circumstances where clause 2.2 of Schedule 1 would apply, Atomic will use reasonable endeavours to find a replacement Candidate at no further fee, subject to the conditions in clauses 2.1 and 2.3 of Schedule 1, which apply to Retained Search Assignments as if set out in full. No cash rebate, refund or credit is payable for a Retained Search Assignment.