Last updated: October 2026
We appreciate the opportunity to work with you. These Terms are made by the Wenham Carter company named in our introduction of a Candidate to you (“Wenham Carter” or “we/us”), and apply between us and you, our client (including anyone acting on your behalf or within your Client Group). If the introduction names no company, it is the company named on our invoice. If neither names a company, it is Wenham Carter Consulting Inc. where you are located in the Americas, and Wenham Carter Limited for anyone else. The Schedule at the end of these Terms sets out each company’s details and the terms that depend on which company you contract with.
The company identified above is your sole counterparty under these Terms. It may perform the services using the personnel or resources of another Wenham Carter group company, and may invoice and bring any claim in its own name. All companies in the Wenham Carter group are separate legal entities, and no other group company is a party to, or liable under, these Terms.
By engaging our services; such as requesting assistance, interviewing a suggested candidate, or using a CV or profile we send you (or not rejecting it in writing within 14 days of receipt); you agree to these Terms, which take precedence over any conflicting terms of your own. We provide or refer to these Terms with each introduction.
These Terms apply only to clients acting in the course of business.
Please read the Schedule at the end of these Terms. It sets out the law, courts, currency and liability cap that apply to you, and includes a waiver of jury trial for clients contracting with Wenham Carter Consulting Inc.
1. Definitions
Candidate – a person we introduce to you.
Client Group – you, your parent, subsidiaries, and any portfolio companies in which you directly or indirectly hold at least 10% equity or over which you exercise significant influence.
Compensation – the Candidate’s expected first-year cash package (base salary, bonuses, commissions, car allowance or a notional USD 15,000 / GBP 10,000 for a company car, housing or relocation assistance, pension contributions, and other benefits), together with equity, valued at fair market value on the grant date, at full grant value and disregarding vesting, cliffs, or the period over which it vests, and, where performance-linked, at target. For hourly roles, this is calculated as the rate multiplied by 2,000 hours. You will, on request, provide a copy of the Candidate’s executed offer letter or a written breakdown of the package so we can verify Compensation. Where the package includes equity in a private company, it will be valued by reference to the most recent priced funding round or, failing that, the latest 409A or board-approved valuation; if none exists, the parties will agree a reasonable valuation in good faith.
Engagement – hiring or using a Candidate in any way, directly or indirectly.
Introduction – identifying a Candidate to you by name, or providing information from which you could identify the Candidate (including by sending a CV or profile, or arranging an interview). An Introduction is made when we first do so, regardless of how contact subsequently proceeds, and remains valid for 12 months.
Standard Fee – the fee set out in the Fees clause.
2. Candidate Suitability and Client Obligations
We take care to present candidates who we believe may be a good fit, using reasonable skill and judgment. Ultimately, the hiring decision rests with you, and we encourage you to verify references, qualifications, and work eligibility independently. We don’t warrant a Candidate’s suitability, performance, or availability, and we are not liable for any act or omission of a Candidate, before or after they join.
3. If You Hire Within 12 Months
Should you or any member of your Client Group engage a Candidate we have introduced within the past 12 months; even in a different role or via another entity; the Standard Fee will apply. You must inform us promptly upon engagement and share the compensation details so we can prepare an accurate invoice.
4. Already Considered Them?
If you were already in an active recruitment process with the Candidate before our Introduction, you must notify us within 5 working days of the Introduction and provide written evidence of that process, being the Candidate’s direct application to you or a documented interview, dated within the preceding 6 months. A record held in a database, CV library, or applicant tracking system is not sufficient on its own. Where notice and evidence are given in time, no fee is payable for that role. Otherwise, the Standard Fee applies.
5. Contract Roles
Where a role is a contract, temporary, consultancy, or interim engagement, the Candidate should be engaged through us under our standard contract terms.
Where a Candidate is instead engaged on that basis by you or any member of your Client Group, whether directly, through the Candidate’s own company, through an umbrella or payroll company, or through any third party, a Contract Transfer Fee of 33% of the Candidate’s Annualised Rate is payable.
“Annualised Rate” means the Candidate’s day rate multiplied by 220, or their hourly rate multiplied by 1,760, or, where the Candidate is engaged for a fixed monthly or annual sum, that sum annualised. Where the rate is not disclosed to us within 14 days of our request, we may calculate the fee on a reasonable estimate of the market rate for the role, and that amount is payable unless you promptly provide evidence justifying a lower figure.
6. Tell Us About Engagements
You must notify us in writing as soon as a Candidate is engaged by you or any member of your Client Group, and provide full Compensation details. On our reasonable request you will provide supporting evidence (including the executed offer letter or package breakdown) so we can verify the fee. Where an engagement is not disclosed to us, any time limit or period referred to in these Terms does not begin to run until we have actual knowledge of the engagement.
If you do not provide the requested details within 14 days of our request, we may invoice based on a reasonable estimate of Compensation, and that amount is payable unless you promptly provide evidence justifying a lower figure.
7. Fees
For permanent and fixed-term roles: 33% of Compensation (subject to the minimum fee in the Schedule). If the actual Compensation exceeds our initial understanding, we will issue an adjustment invoice for the difference.
For non-executive or advisory roles: the flat fee set out in the Schedule. If the individual transitions to a permanent role within your Client Group within 24 months, we will invoice the difference to align with the full permanent fee structure.
If Compensation is not in the currency of our invoice, we’ll convert it using the mid-market exchange rate on the invoice date.
8. Fees for Investment Introductions
From time to time we may introduce you to a potential investor, source of capital, or acquisition counterparty. Where we do, our role is limited to making the introduction only: we do not solicit or negotiate with investors, advise on or recommend any securities, structure or negotiate the terms of any transaction, handle any funds or securities, or hold ourselves out as a broker, dealer, or placement agent.
If such an introduction results in an investment, funding round, or acquisition completing within 24 months, we will invoice a flat introduction fee of GBP 50,000, or such other fixed amount as agreed in writing before the introduction. This fee is fixed and is not calculated by reference to, or scaled with, the size or value of the transaction. You agree to notify us in writing on completion of any such transaction.
This clause does not apply to, and no fee is payable under it in respect of, any introduction involving a US investor, a US issuer, or US securities. Any opportunity of that kind will be handled separately and only under arrangements that comply with applicable US securities laws. This clause applies only where you contract with Wenham Carter Limited or Wenham Carter Consulting Ltd.
9. Applicable Tax
All fees payable under these Terms are exclusive of VAT, sales tax, and any other similar tax or duty, which (where applicable) is payable in addition at the prevailing rate. Where any deduction or withholding is required by law, you will increase the payment so that we receive the full invoiced amount.
10. Expenses
Should we arrange candidate travel or interviews (with your prior approval), you agree to reimburse us the costs, plus a 10% administrative fee and any applicable tax.
11. Referrals
If a Candidate we have introduced refers another individual whom you engage within 12 months of the original introduction, the Standard Fee will apply to the new hire as well.
12. Re-engagement
Re-engaging a Candidate within 12 months of their employment ending (where we provided a refund or replacement) counts as a new Engagement and the Standard Fee applies. No further refunds or replacements.
13. Cancelling an Offer
In the event you extend an offer (whether oral or written) that the Candidate accepts, but you withdraw it for reasons unrelated to the Candidate’s decision or background checks, we will invoice 50% of the fee. Where we have already invoiced the full fee on offer acceptance, we will credit the difference. We hope such situations are rare and are here to help navigate them if needed.
14. Payment
We will issue an invoice upon the Candidate accepting the offer, or promptly following receipt of sufficient compensation details where these are required to calculate the fee. Invoices must be paid within 14 days of the date of our invoice. Dispute any invoice in writing within 10 business days, or it is accepted. No deductions or hold-backs.
If the Candidate accepts the offer and we invoice on that basis but then fails to commence employment, for reasons other than your withdrawal of the offer (which is dealt with in the Cancelling an Offer clause), we will, provided you have paid on time and notified us within 7 days of the Candidate’s withdrawal, credit the fee against our next invoice to you or, where no further engagement is anticipated, refund it.
In cases of late payment, interest accrues from the due date until payment at the rate of 1.5% per month or, where a higher statutory rate applies, at that rate; in each case subject to the maximum rate permitted by law. You will also pay our reasonable costs of recovery, including legal and attorneys’ fees and any statutory recovery amounts.
15. Introductions are Confidential
To maintain trust, if you share candidate details with a third party and they engage the Candidate within 12 months, the Standard Fee remains payable. We value your discretion in handling introductions.
16. Data Protection
Each of us acts as an independent controller in respect of candidate personal data. Neither party is a processor for the other, and neither party may impose processor obligations or processor-style liabilities on the other in respect of that data. Each party is responsible for its own compliance with applicable data protection laws, including the UK GDPR and applicable US state privacy laws, and for its own processing.
We process personal data you provide about your personnel solely for the purpose of our services, and retain it for up to 12 months or longer where required by law. You will use Candidate personal data we provide only to assess Candidates, and will delete it when no longer needed for that purpose. For more details, see our privacy policy at wenhamcarter.com/privacy-policy.
17. Limitation of Liability and Indemnity
Nothing in these Terms limits or excludes liability for fraud, fraudulent misrepresentation, wilful misconduct, or any liability that cannot legally be limited.
Our total aggregate liability arising out of or in connection with these Terms or any engagement is limited to the fees actually paid to us in the 12 months preceding the event giving rise to the claim, and in any event shall not exceed the amount set out in the Schedule. This cap does not apply to liability for fraud, fraudulent misrepresentation, wilful misconduct, or any liability that cannot legally be limited, and does not limit your obligation to pay our fees. Neither party is liable for indirect or consequential losses.
You agree to indemnify us against claims arising from your hiring, management, or use of candidates, except to the extent such claims result from our own negligence, wilful misconduct, or breach of these Terms.
18. Force Majeure
Neither of us will be held liable for delays caused by events beyond our reasonable control (such as natural disasters, pandemics, or regulatory restrictions), though this does not affect payment obligations. Please notify the other party in writing within 5 days of such an event; we will work together to address it.
19. Governing Law
These Terms are governed by the law set out in the Schedule for the Wenham Carter company you contract with, and you agree to bring any claim exclusively in the courts set out there. We may bring proceedings against you, and enforce any judgment, in those courts or in any other court of competent jurisdiction, including where your assets are located. In the spirit of collaboration, we will both make good-faith efforts to resolve any disputes amicably within 30 days before pursuing legal action; this does not prevent either party from issuing proceedings to recover an undisputed debt, applying for interim or injunctive relief, or taking any step needed to preserve a right or comply with a limitation period.
20. Termination
Either party may terminate these Terms with 30 days’ written notice.
Termination does not affect any Introduction made before termination, each of which continues to attract the Standard Fee if the Candidate is engaged within 12 months of that Introduction. Accrued fees and obligations continue to apply.
The following continue in force after termination: your obligation to notify us of engagements and provide compensation details; our entitlement to any fee that has accrued or that becomes payable under these Terms in respect of anything done before termination; the provisions on tax, payment and interest; confidentiality and data protection; limitation of liability and indemnity; and governing law and jurisdiction.
21. Company Separation
Each Wenham Carter group company is a separate legal entity. Nothing in these Terms creates joint and several liability, partnership, or agency between them, and no group company other than the contracting entity has any liability to you or any right to enforce these Terms. The contracting entity is identified in the opening paragraph of these Terms. Each engagement with a Wenham Carter company is a separate contract with that company alone, even where these Terms apply to engagements with more than one of them. A claim under that contract may only be brought against that company, and you may not set off any amount you say is owed to you by one Wenham Carter company against fees owed to another.
Any brand, tagline, logo, or marketing style appearing on our materials, including Ahead Hunters, is used for marketing purposes only and does not identify or create a contracting party.
22. General
We operate as independent contractors; nothing in these Terms creates a partnership or joint venture. You may not assign these Terms without our written consent. If any provision is found unenforceable, the remainder stays in effect. We each commit to adhering to anti-bribery laws, including the UK Bribery Act and US FCPA.
These Terms, together with any document signed by both of us that expressly refers to them, represent the complete agreement between us and supersede all prior discussions, proposals, and representations. Each party confirms that it has not relied on any statement, representation, or assurance not set out in these Terms, save that nothing in this clause limits liability for fraud or fraudulent misrepresentation.
Notices under these Terms must be in writing and may be sent by email to the address we or you last used in connection with these Terms. A notice takes effect on the next business day after it is sent.
We may update these Terms from time to time. The version published on our website on the date of an Introduction applies to that Introduction and any resulting Engagement.
These Terms may only be modified in writing signed by one of our directors. No person who is not a party to these Terms has any right to enforce them.
We look forward to a successful partnership and are available to discuss any questions you may have.
Schedule: Wenham Carter Contracting Companies
The terms below depend on which Wenham Carter company you contract with, as identified in the opening paragraph of these Terms. Where we invoice in a currency other than the default shown, the minimum and flat fees are converted using the mid-market exchange rate on the invoice date.
| Wenham Carter Limited | Wenham Carter Consulting Ltd | Wenham Carter Consulting Inc. | |
|---|---|---|---|
| Company details | Wenham Carter Limited, company 04990020, 96a Coleridge Street, Hove BN3 5AA, UK | Wenham Carter Consulting Ltd, company 07905696, 96a Coleridge Street, Hove BN3 5AA, UK | Wenham Carter Consulting Inc., a New York corporation (DOS ID 7069801), 1 Dock 72 Way, Brooklyn, NY 11205, USA |
| Governing law and courts | England and Wales | England and Wales | State of New York; state or federal courts sitting in New York County, New York |
| Default currency | GBP | GBP | USD |
| Minimum fee (permanent and fixed-term roles) | GBP 10,000 | GBP 10,000 | USD 15,000 |
| Flat fee (non-executive or advisory roles) | GBP 30,000 | GBP 30,000 | USD 40,000 |
| Liability cap | GBP 50,000 | GBP 50,000 | USD 75,000. The cap also does not apply to liability for gross negligence. |
| Investment Introductions clause | Applies | Applies | Does not apply |
| Jury trial | Not applicable | Not applicable | Each party waives any right to a trial by jury in any proceedings arising out of or in connection with these Terms. |