Terms and Conditions

This agreement is dated …
PARTIES
(1) “Wealth Wings” Limited of 71-75 SHELTON STREET COVENT GARDEN, LONDON, WC2H 9JQ (Wealth Wings)
(2) [ ] of [ ] (Client).
AGREED TERMS
1. Interpretation
In this agreement, the subsequent definitions and interpretive rules are applicable.
1.1. Definitions
1. Assignment: Assignment refers to supplying a Candidate to carry out specific services.

2. Business Day: Any day, excluding Saturdays, Sundays, or public holidays, during which banks in London conduct business.
3. Candidate: a third party, being an individual, a company or other legal entity as the case may be, introduced by Wealth Wings to the Client to provide services to the Client


Commencement Date: …
Contract of Employment: An agreement between the Client and a Candidate that establishes the foundation of the employment relationship.
4. Engagement: The Client's temporary or permanent hiring of a Candidate, or involvement directly or indirectly through any employment business aside from Wealth Wings (whether for a specific or indeterminate duration), as a direct consequence of an Introduction to the Client. The terms "Engaged" or "Engagement" shall be interpreted accordingly.
5. Introduction: The communication of information from Wealth Wings to the Client, whether conveyed orally or in writing, through a curriculum vitae or in a format specified by the Client as needed. This information serves to identify the Candidate, and the terms "Introduction," "Introduce," and "Introduced" shall be interpreted accordingly.
Introduction Fee: The fee to be computed in accordance with the details specified in Schedule 1.
6. Offer Letter: A letter dispatched by the Client to the Candidate validating an employment offer.
7. Permanent Assignment: An open-ended agreement between the Client and the Candidate, subject to termination at the discretion of either the Client or the Candidate.
8. Standard Agreed Placement Fee: 25% of the expected base salary, encompassing all assured income and bonuses, or GBP 15,000, whichever amount is higher.
9. Temporary Assignment: A brief contractual agreement between the Client and the Candidate.
10. VAT: Value-added tax imposed in accordance with the Council Directive 2006/112/EC dated 28 November 2006, governing the common system of value-added tax.
11. Unsatisfactory Candidate: An inappropriate Candidate who lacks the ability to fulfill the Assignment.
1.2. The term "person" encompasses a natural person, corporate entity, or unincorporated body, irrespective of whether it possesses distinct legal personality.
1.3. The Schedules are integral to this agreement and hold validity as if fully articulated within the main body of this agreement. Any mention of this agreement encompasses the Schedules.
1.4. When referring to a company, it encompasses any corporation or other body corporate, regardless of its method or location of incorporation or establishment.
1.5. Any mention of a statute or statutory provision includes reference to its amendments, extensions, or re-enactments occurring periodically.
1.6. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.7. The term "writing" or "written" comprises email communications as well.
1.8. Any obligation on a party not to engage in a particular action also entails the obligation not to permit that action to occur.
1.9. When making reference to this agreement or any other agreement or document mentioned in this agreement, it pertains to this agreement or the specified other agreement or document, as altered or novated (except in violation of the provisions of this agreement) periodically.
1.10. Mentions of clauses and Schedules pertain to the clauses and Schedules within this agreement, and references to paragraphs relate to paragraphs within the pertinent Schedule.
1.11. Any words that come after the terms including, include, in particular, for example, or any similar expression should be interpreted as illustrative and should not restrict the meaning of the words, description, definition, phrase, or term preceding those terms.



2. Governing Law and Jurisdiction
2.1 This agreement, as well as any dispute or claim (including non-contractual disputes or claims) arising out of or related to it, its subject matter, or its formation, shall be governed by and interpreted in accordance with the laws of England.
2.2 Each party irreversibly agrees that the courts of England and Wales hold exclusive jurisdiction to resolve any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement, its subject matter, or its formation.
3. Wealth Wings’s Obligations
3.1. Wealth Wings functions as an employment business, and these terms delineate the agreement between Wealth Wings and the Client for the Introduction and Engagement of a Candidate from Wealth Wings to the Client.
3.2. Wealth Wings commits to conducting a search, within the timeframe specified by the Client, for Candidates who meet the Client's specified minimum criteria for an Assignment.
3.3. In instances where a Candidate is mandated by law or any professional body to possess specific qualifications, authorizations, or certifications for the Assignment, Wealth Wings undertakes to take all reasonably practicable measures to acquire and provide copies of the pertinent qualifications, authorizations, or certifications. Additionally, Wealth Wings will endeavor to confirm that the Candidate is suitable for the Assignment.
3.4. The Client is responsible for assessing the suitability and applicability of a Candidate, and the Client shall be accountable for:
1. obtaining work and other permits;
2. organizing medical examinations and/or medical history inquiries where deemed necessary;
3. and complying with any statutory or other legal requirements.
6. Wealth Wings will not be held liable for any loss, damage, or expense incurred by the Client arising from or related to Wealth Wings's inquiries and searches of:
6.1. any Candidate for the Client;
6.2. any Introduction to of a Candidate by Wealth Wings to the Client; and
6.3. any Engagement of a Candidate by Wealth Wings to the Client.
4. Client's Obligations
4.1. When requesting an Assignment, the Client must provide Wealth Wings with the following details:
(a) The anticipated start date for the Candidate's work, along with the expected duration;
(b) The position to be filled, specifying the type of work, location, working hours, and any known health or safety risks, along with the measures taken by the Client to mitigate such risks;
(c) The expected remuneration for the Candidate, if engaged by the Client;
(d) The required experience, training, qualifications, and any authorizations deemed necessary by the Client or mandated by law or professional bodies for the Candidate to work in the position;
(e) Any expenses payable to or by the Candidate; and
(f) Any information reasonably requested by Wealth Wings.
4.2. The Client retains the right to modify its requirements before the Assignment commencement, with no liability to Wealth Wings. Such changes are effective immediately upon notice to Wealth Wings. Wealth Wings is entitled to invoice for services already rendered.
5. Wealth Wings’s Fees
5.1. Upon the Engagement of a Candidate by Wealth Wings, the Client shall remit a fee for the employment services, as outlined and calculated in Schedule 1.
5.2. The fee is based on the remuneration agreed between the Client and the Candidate. The Client must promptly disclose full remuneration details in writing to Wealth Wings upon the Candidate's acceptance of an Engagement.
5.3. The Client is obligated to settle the fee within 14 days from the date the Candidate signs the Offer Letter or Contract of Employment, whichever is earlier, as provided by the Client.
5.4. If the Client fails to disclose the Engagement to Wealth Wings, a Standard Agreed Placement Fee is payable by the Client to Wealth Wings.
5.5. Any agreed-upon advertising, production, or other out-of-pocket expenses must be paid immediately upon presentation of Wealth Wings’s invoice. These amounts are excluded from the refund guarantees specified in clause 7 below. Wealth Wings reserves the right not to entertain any queries related to the invoice's content or calculation if not notified within 30 days of the invoice date.
5.6. Should the Client Engage a Candidate within 12 months of Wealth Wings’s Introduction, an Introduction Fee shall be payable, irrespective of whether the Engagement occurs directly or indirectly through Wealth Wings.
5.7. If the Client had prior knowledge of the Candidate;
5.8. If the Client engaged in direct negotiations with the Candidate; and
5.9. If the Client informs Wealth Wings about the Engagement of the Candidate.
5.10. If the Client provides an Introduction to another employer, leading to an Engagement, the Client is required to remit an Introduction Fee to Wealth Wings.
5.11. If applicable, Wealth Wings will invoice the Client for VAT at the prevailing rate after providing the Client with a VAT invoice.
5.12. In the event that the Client fails to make a payment to Wealth Wings as per the terms of this agreement by the due date, the Client shall be liable to pay interest on the overdue sum. Interest will be charged from the due date until the payment of the overdue sum, whether before or after judgment. The interest rate under this clause will accrue daily at 4% per annum above the Bank of England's base rate prevailing at that time.
6. Term
This agreement will commence on the Commencement Date and will remain in effect unless terminated earlier in accordance with clause 8 or until either party provides the other party with 30 Business Days' notice of termination.
7. Temporary Assignment
7.1. In the case of a Candidate being Engaged on a Temporary Assignment, the Client is obligated to ensure the presence of sufficient insurance coverage for the entire duration of the Temporary Assignment. The Client is also responsible for meeting all health and safety requirements and ensuring that the working conditions for the Candidate are suitable.
7.2. Temporary Assignments are not eligible for replacement or refund.
8. Unsatisfactory Candidate
8.1. In the event that the Client deems a Candidate as an Unsatisfactory Candidate, the Client is eligible for a refund from Wealth Wings if the following conditions are met:
1. The Candidate was Engaged for a Permanent Assignment;
2. The Client provided written notification to Wealth Wings within 7 days of the termination of the Permanent Assignment, specifying the grounds for dissatisfaction with the Candidate;
3. Wealth Wings was unsuccessful in securing a replacement Candidate acceptable to the Client within 6 months from the date of receiving notice of termination of the Permanent Assignment, as per clause 8.1.2. Notably, no fee will be charged to the Client for Wealth Wings's services in locating a replacement Candidate for the Assignment.
4. Wealth Wings's fees, as detailed in Schedule 1, have been fully paid, and payment has been made to Wealth Wings within 14 days from the signing date of the Candidate, including the actual date the Candidate commences work. If the Client adheres to Clause 7.1, the client is entitled to a refund as outlined in Schedule 2.
8.2. If the Engagement of the Candidate is terminated, and Wealth Wings provides a refund to the Client, in the event of the Candidate's subsequent reengagement by the Client, any subsidiary, or associated company within 52 weeks of the termination, the Client shall remit an additional fee to Wealth Wings. This fee will be calculated in accordance with the scale of fees outlined in Schedule 1.
8.3. The Client will not be entitled to a refund in the following circumstances:
1. The Candidate is made redundant;
2. The cause of termination has no impact on the Candidate’s ability, integrity or character.
9. Default and Early Termination
Without affecting any other right or remedy available to them, either party may terminate this agreement immediately by providing written notice to the other party if:
(a) The other party commits a material breach of any term of this agreement and, if the breach is remediable, fails to remedy it within 14 days of receiving written notice to do so;
(b) The other party repeatedly breaches any terms of this agreement in a manner that reasonably justifies the opinion that their conduct is inconsistent with the intention or ability to adhere to the terms of this agreement;
(c) The other party either suspends or threatens to suspend payment of its debts, demonstrates an inability to pay debts as they become due, admits to the inability to meet financial obligations, is considered unable to settle debts as defined by Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (for companies), is deemed either incapable of debt settlement or lacking a reasonable prospect of doing so within the meaning of the same regulation (for individuals), or (for partnerships) has any partner to whom any of the aforementioned conditions apply.
(d) The other party initiates discussions with all or a specific class of its creditors with the intent to restructure any of its debts or presents a proposal for, or engages in, any compromise or arrangement with its creditors.
(e) A petition is filed, a notice is issued, a resolution is adopted, or an order is issued concerning the winding up of the other party (if it is a company), except for the exclusive purpose of a scheme for a solvent amalgamation of the other party with one or more companies or the solvent reconstruction of the other party.
(f) An application is submitted to court, or an order is issued, for the appointment of an administrator, or if notice of intention to appoint an administrator is provided, or if an administrator is appointed over the other party (if it is a company).
(g) The holder of a qualifying floating charge over the assets of the other party (if it is a company) has gained the entitlement to appoint or has appointed an administrative receiver.
(h) A person becomes entitled to appoint a receiver over the assets of the other party, or a receiver is appointed over the assets of the other party.
(i) The other party (if an individual) becomes the subject of a bankruptcy petition, application, or order.
(j) A creditor or encumbrancer of the other party seizes or takes possession of, or a distress, execution, sequestration, or a similar process is imposed or enforced upon or filed against the entirety or any portion of the other party’s assets, and such attachment or process remains unresolved for a period exceeding 14 days.
(k) Any event transpires, or a proceeding is initiated, concerning the other party in any jurisdiction to which it is subject, having an effect equivalent or similar to any of the events specified in clause 9(c) to clause 8(h) (inclusive).
(l) The other party either suspends or indicates the intention to suspend, or ceases or threatens to cease, the operation of all or a significant portion of its business.
(m) The other party (if an individual) passes away, or due to illness or incapacity (whether mental or physical), becomes incapable of managing their own affairs or is subject to any mental health legislation as a patient.
10. Effect of Early Termination
10.1. Any provision of this agreement that is expressly or implicitly intended to take effect during or after the termination or expiration of this agreement shall continue to be fully effective.
10.2. The termination or expiration of this agreement shall not impact any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry. This includes the right to claim damages for any breach of the agreement that existed at or before the date of termination or expiry.
11. Audit and Record-Keeping
11.1. Throughout the term of this agreement and for a period of three years following its termination or expiry, Wealth Wings is required to uphold complete and accurate records, including but not limited to:

(a) The services rendered by Wealth Wings under this agreement;
(b) All expenses reimbursed by the Client;
(c) All payments executed by the Client;
11.2. Wealth Wings shall promptly on request provide the Client or the Client's representatives with copies of such records referred to in clause 12.1 as the Client may from time-to-time reasonably request.
12. Confidentiality
12.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.2.
12.2. Each party is allowed to disclose the confidential information of the other party in the following circumstances:
(a) as to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 13; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3. No party shall use any other party's confidential information for any purpose other than to perform its obligations under or in connection with this agreement.
13. Data Protection Compliance
13.1. Wealth Wings will collect and process information relating to the Candidate in accordance with the privacy notice which is [on the intranet OR annexed to this Agreement].


13.2. For the purposes of this clause, Data Protection Legislation includes the General Data Protection Regulation (EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK, as well as any successor legislation to the GDPR and Data Protection Act 1998.


13.3. Wealth Wings and the Client acknowledge that, for the purposes of the Data Protection Legislation, Wealth Wings is the data controller, and the Client is the data processor.


13.4. The schedule to this agreement outlines the scope, nature, and purpose of the processing by the Client, the duration of the processing, and the types of personal data (as defined in the Data Protection Legislation - Personal Data) and categories of data subjects.
13.5. The Client shall, concerning any Personal Data processed:
(1) Process that Personal Data solely based on written instructions from Wealth Wings.
(2) Maintain the confidentiality of the Personal Data.

(3) Adhere to Wealth Wings's and/or Candidates' reasonable instructions regarding the processing of Personal Data and comply with Wealth Wings's Privacy standard.
(4) Not transfer any Personal Data outside of the European Economic Area without prior written consent from Wealth Wings.
(5) Assist Wealth Wings in responding to any data subject access request and ensure compliance with obligations under the Data Protection Legislation, including security, breach notifications, privacy impact assessments, and consultations with supervisory authorities or regulators.
(6) Notify Wealth Wings promptly upon becoming aware of a Personal Data breach or communication related to the Client's compliance with the Data Protection Legislation.
(7) Upon written request from Wealth Wings or the Candidate, delete or return Personal Data and any copies upon termination of this agreement unless retention is mandated by the Data Protection Legislation.
(8) Maintain comprehensive and accurate records and information to demonstrate compliance with this clause 13 and permit audits by Wealth Wings or Wealth Wings's designated auditor.
13.6. The Client shall ensure that suitable technical or organizational measures, reviewed and approved by Wealth Wings, are in place to prevent unauthorized or unlawful processing of Personal Data and to safeguard against accidental loss, destruction, or damage to Personal Data. These measures should be proportionate to the potential harm arising from unauthorized or unlawful processing, accidental loss, destruction, or damage, taking into account the nature of the data and considering technological advancements and implementation costs. Such measures may include, where applicable:


(1) Pseudonymising and encrypting Personal Data
(2) Ensuring confidentiality, integrity, availability and resilience of its systems and services
(3) Ensuring timely restoration of availability and access to Personal Data after an incident.
(4) Regularly assessing and evaluating the effectiveness of the technical and organizational measures implemented.

13.7. The Client shall have personal liability for and shall indemnify Wealth Wings for any loss, liability, costs (including legal costs), damages, or expenses resulting from any breach by the Client or a substitute engaged by the Client of the Data Protection Legislation, and shall maintain in force full and comprehensive insurance policies to cover such liability.
14. Warranties and Undertakings
14.1. Wealth Wealth Wings warrants that have the necessary expertise to provide the services contemplated in this agreement and will perform them in keeping with the highest professional business standards by using appropriately qualified, experienced and trained personnel.
14.2. Each Wealth Wings warrants that have the necessary expertise to provide the services contemplated in this agreement and will perform them in keeping with the highest professional business standards by using appropriately qualified, experienced and trained personnel.
14.3. Each party warrants that it has full capacity and authority to enter into and perform this agreement.
15. Non-Solicitation
15.1 The The Client shall not, either independently or in collaboration with any individual, firm, company, or organization, or through any other means, directly or indirectly, solicit, entice away, or attempt to entice away, or authorize such actions by any other party, any employee of Wealth Wings who has contributed to the services rendered under this agreement at any point during its duration, except through a national advertising campaign accessible to all and not specifically aimed at such Wealth Wings employees.
15.2 In If an employee of Wealth Wings, with whom the Client has had direct interactions, accepts an engagement with the Client within 3 months of departing from Wealth Wings's employment, the Client shall be obligated to remit a fee to Wealth Wings. This fee will be calculated in accordance with Schedule 1.
16. Assignment and Other Dealings
Neither party shall assign, transfer, mortgage, charge, declare a trust over, or otherwise deal with any or all of its rights and obligations under this agreement without the prior written consent of the other.
17. No Partnership or Agency
17.1. This agreement does not intend to, nor shall it be deemed to, establish any partnership or joint venture among the parties, constitute any party as the agent of another, or authorize any party to make commitments on behalf of another.
17.2. Each party confirms that it is acting on its own behalf and not for the benefit of any other person.
18. Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
19. Entire Agreement
19.1. This agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations, and understandings, whether written or oral, relating to its subject matter unless otherwise agreed in writing by a duly authorized officer of Wealth Wings.
19.2. Each party acknowledges that it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this agreement.
19.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
19.4. Nothing in this clause shall limit or exclude any liability for fraud.
20. Third Party Rights
The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.
21. Notices
21.1. With the exception of notices given by the Client pursuant to clause 4.2, which may be given by telephone, any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:


(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its principal place of business; or
(b) sent by email to sb@wealthwings.com (on behalf of Wealth Wings) and sent to the managing director or HR officer (or anyone else equivalent seniority) on behalf of the Client.
21.2. Any notice or communication will be considered as received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the designated address;
(b) if sent by pre-paid first-class post or other next working day delivery service, or at the time recorded by the delivery service.
(c) if sent by email, at 9.00 am on the next Business Day following transmission.
21.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
22. Force Majeure
Neither party will be deemed in breach of this agreement, nor held liable for delays in performing or failing to perform any of its obligations under this agreement, if such delays or failures result from events, circumstances, or causes beyond its reasonable control. In such instances, the affected party is entitled to a reasonable extension of the time to fulfill these obligations. If the period of delay or non-performance persists for four weeks, the unaffected party may terminate this agreement by providing a seven-day written notice to the affected party.
23. Severance
23.1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it 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 or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

23.2. If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

This agreement has been executed on the date specified at the commencement of this document.

Signed by Stanislavs Bescennijs

for and on behalf of SIA Wealth Wings ……………………………… Associate Director

Signed by [ ]
for an on behalf of [ ] ………………………………..
[position]

Schedule 1

Scale of Fees

Wealth Wings’s fees are based on a percentage of the Candidate’s remuneration received by the Client unless an alternative calculation method is agreed upon by the parties in advance.
Candidate’s Remuneration
Fee/ Fee Percentage
Candidate is employed on a salary or draw basis (which shall include all guaranteed income)
Whichever is the greater of:

GBP 15,000

or

25% of Candidate’s first year base salary

Candidate is employed on a commission only basis without a draw
Whichever is the greater of:

GBP 15,000

or

25% of total earnings in the year prior to the offer of employment or the Candidate’s last base salary, whichever is the greater.

Schedule 2

Scale of Refunds

In the event a Permanent Assignment is terminated, the Client shall receive a refund by Wealth Wings which shall be calculated on the number of weeks the Candidate is Engaged by the Client from the date the Candidate commenced employment.

Number of Weeks the Candidate was employed by the Client
Percentage of Fee refunded
Weeks 1 - 2
100%
Weeks 3 - 4
75%
Weeks 5 – 8
50%
Weeks 9 - 12
25%