This Agreement is entered into by and between:
Mainstay Asia Limited (referred to as the “Consultancy”, “we” or “us”). A company incorporated in Hong Kong SAR, under Business Registration number: 62745048-000-02-20-9 with the registered address of Unit 06, G/F, Office Building Block 2, 96 Siena Avenue, Hong Kong SAR, China.
AND
You and your Group Companies (referred to as the “Client” or “you”) as the recipient the ‘’Service”. “You” is your business entity, “Group companies” means your business entity and your subsidiaries and subsidiary undertakings and any holding company or parent undertaking you may have and all other subsidiaries and subsidiary undertakings of any such holding company or parent undertaking.
1. These Terms regulate the basis upon which introductions (the “Service”) are effected by the Consultancy and are deemed to be accepted by the Client upon the introduction of a job applicant’s (“Candidate”) curriculum vitae or other personally identifying information.
2. Fees are expressed as a percentage of the “Total Annual Remuneration”.
3. The Total Annual Remuneration is the aggregate gross annual emoluments payable by the Client to the Candidate introduced by the Consultancy including salary, guaranteed bonuses, housing and holiday allowances and any signing-on payment or equivalent. The Client undertakes to furnish the Consultancy with the full details of any offer of employment made and accepted, so that the Total Annual Remuneration can be calculated.
4. The Fee schedule is as follows, unless specific alternative terms have been agreed between you and us.
Total Annual Remuneration (HK$) | Fee Percentage |
All Amounts | 25% |
5. A Candidate introduced to the Client by the Consultancy remains a Candidate exclusively represented by the Consultancy for a period of 6 months from the date of the initial introduction, or last Candidate/Client interaction, or for 6 months from the date a contractor introduced by the Consultancy terminates a contract assignment with the Client. Should the Client engage that Candidate either directly or indirectly during that period, full fees are payable.If a Candidate has already been introduced to the Client via another source, the Consultancy will respect that alternative introduction providing that:
The Consultancy is notified within two business days of the Candidate being first introduced by the Consultancy to the Client; and
The Client can demonstrate that the Candidate was first introduced to the Client within the preceding six months directly or by another party; and
The roles are materially similar in scope, seniority and base location so that it is reasonable to assume that the Client would have connected the original introduction with the role the Consultancy submitted the Candidate to.
The Consultancy will not charge a fee where a Candidate introduced to the Client is already known to the Client only when it can be demonstrated that there was a documented two-way dialogue between the Client and Candidate about the position in the last 6 months.
6. All Candidate introductions are confidential. If the Client refers the Candidate to a third-party who subsequently directly or indirectly engages the Candidate, the Client remains liable for the full fee.
7. In the event of any "Team Move”, fees shall be payable in accordance with this agreement with respect to the three most highly compensated Candidates in the team engaged by the Client. For the purposes of this paragraph, the term "Team Move” shall mean two or more Candidates who, prior to joining the Client, were either:
Employees, partners or members or were otherwise associated with a single, corporation, firm, agency, government organization or other entity; or
Otherwise known to each other prior to our introduction; and
Engaged conjunctively within a 6 month period by the Client directly pursuant to the introduction of the Candidate introduced by the Consultancy.
8. An invoice for the fees will be raised by the Consultancy to the Client on the Candidate’s acceptance of an offer of employment.
Fees due from the Client to the Consultancy shall be payable within thirty days of the Candidate’s commencement of employment; Overdue fees will be subject to interest at the rate of the Hong Kong dollar prime lending rate of The Hong Kong and Shanghai Banking Corporation Limited.
Fees remain due if the Client withdraws the offer of employment to the candidate prior to the commencement of employment, unless it was due to the Candidate’s:
Failure to provide satisfactory past employment references; or
Material misrepresentation of their working history, skills or qualifications; or
Failure to pass any required background checks.
The fees will be invoiced and are payable in Hong Kong dollars (HK$). Where the Total Annual Remuneration is expressed in a different currency, the fees will be based on the Hong Kong dollar equivalent, calculated according to the prevailing The Hong Kong and Shanghai Banking Corporation Limited conversion rate for such currency on the invoice date.
9. In the event of the legal employment of any Candidate introduced by the Consultancy terminating within a period of twelve weeks from the date of commencement of their employment, the Consultancy will endeavor to find a replacement up to the value of the original placement and at no extra cost to the Client, provided that:
The termination by either party is not by reason of redundancy or significant change in job duties or any reason related to economic considerations (such as downsizing or reorganization), or the Candidate leaves of their own violation or for medical reasons, such as death or disability; and
The Client notifies the Consultancy in writing within seven working days of termination; and
All monies due from the Client have been paid in accordance with these Terms of Business.
Replacement Candidates are not subject to a replacement guarantee.
Should the Consultancy be unable to find a suitable replacement within a period of one month the Client will be entitled to a 100% credit note. For the avoidance of doubt, if a Candidate ceases legal employment after the twelfth week, the Client is not entitled to any credit note from the Consultancy.
10. Pre-agreed expenses, such as research, travelling and interview expenses and other exceptional expenses, shall be invoiced in addition to the Fees and are payable within thirty days of the invoice date.
11. The Consultancy shall not be liable to the Client for any loss, liability, damages, costs, claims or expenses suffered or incurred by the Client as a result of the negligence, dishonesty or misconduct of the Candidate, or arising from, or connected with, the introduction of a Candidate or the failure to introduce a suitable Candidate. The Client assumes all responsibility for satisfying themselves as to the suitability, skills and background of the Candidates engaged.
12. The Consultancy shall maintain the confidentiality of all information marked by the Client as ‘Confidential’ that it obtains or learns in connection with the provision of the Service. The Consultancy shall not, without the Client’s written consent, disclose confidential information for any purpose other than performance of its Service to the Client.
13. These Terms shall be governed by and construed in accordance with Hong Kong SAR law and shall be subject to the exclusive jurisdiction of the Hong Kong SAR courts.