Last updated: April 2026
We appreciate the opportunity to work with you. These terms are designed to ensure a clear and positive collaboration between us (Wenham Carter Limited – company 04990020, 96a Coleridge Street, Hove BN3 5AA) and you, our client (including anyone acting on your behalf or within your group). By engaging our services; such as requesting assistance, interviewing a suggested candidate, or receiving a name or CV without providing written rejection within 14 days; you agree to these terms, which will take precedence over any conflicting terms of your own.
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 package, including 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, equity valued at fair market value on the grant date (we’ll assess this reasonably based on the details you share), and other benefits. For hourly roles, this is calculated as the rate multiplied by 2,000 hours. You must provide full written details to help us ensure accuracy.
Engagement – hiring or utilizing a Candidate in any capacity, directly or indirectly
Introduction – sending a CV or profile, or arranging an interview. This remains valid for 12 months.
2. How These Terms Apply
We consider these terms accepted when you request our assistance, proceed with an interview, receive an introduction without written rejection within 14 days, utilize our information, or engage a candidate we’ve introduced. We’re here to support a smooth process for everyone involved.
3. 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. While we strive to assist effectively, we cannot assume responsibility for a candidate’s performance once they join your team.
4. If You Hire Within 12 Months
Should you or any member of your Client Group engage a candidate we’ve introduced within the past 12 months; even in a different role or via another entity; the standard fee will apply. We kindly ask that you inform us promptly upon engagement and share the compensation details so we can prepare an accurate invoice.
5. Already Considered Them?
If you’ve been actively considering the Candidate for the same or a similar role and can provide evidence from the last 6 months, you must let us know before requesting further information or scheduling an interview. In such cases, no fee would be due for that engagement.
6. Contract Roles
For contract positions, we recommend using our standard contract template to ensure clarity. If you choose to hire the contractor directly or not through us, we will estimate a fair contract rate and invoice a transfer fee equivalent to six times the monthly rate. We’re happy to discuss options to best suit your needs.
7. Tell Us About Engagements
You agree to notify us as soon as a candidate is engaged, along with the compensation details.
8. Fees
For permanent and fixed-term roles: 33% of Compensation (with a minimum of GBP 10,000 / USD 15,000). If the actual first-year Compensation exceeds our initial understanding, we’ll issue an adjustment invoice for the difference. For non-executive or advisory roles: a flat fee of GBP 30,000 / USD 40,000. If the individual transitions to a permanent role within your Client Group within 24 months, we’ll invoice the difference to align with the full permanent fee structure.
9. Fees for Investment Introductions
If an introduction from us results in an investment, funding round, or acquisition within 24 months, our fee is 2% of the total committed capital (with a minimum of GBP 50,000 / USD 65,000 + applicable tax). We kindly request notification upon deal closure to facilitate prompt invoicing. Note that US introductions are handled through our FINRA-registered partner and are subject to separate terms, though the 2% fee applies if a deal occurs within 24 months.
Committed capital means the total amount contractually committed by investors at signing, whether primary, secondary, equity, SAFE, convertible, or hybrid, whether or not subsequently drawn. The Client agrees to provide transaction documentation or a written summary from legal counsel confirming the committed 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’ve 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. Cancelling an Offer
In the event you extend a formal written offer that the candidate accepts, but you withdraw it for reasons unrelated to the candidate’s decision or background checks, we’ll invoice 50% of the fee. We hope such situations are rare and are here to help navigate them if needed.
13. Payment
Invoices must be paid within 14 days of the candidate accepting the offer. In cases of late payment, statutory interest and reasonable recovery costs will apply, as per applicable regulations.
14. Introductions are Confidential
To maintain trust, if you share candidate details with a third party and they engage the candidate within 12 months, the fee remains payable. We value your discretion in handling introductions.
15. Data Protection
We are committed to complying with UK GDPR, CCPA, and all relevant privacy laws. Personal data is processed solely for the purpose of this search and retained for up to 12 months, or longer if an engagement occurs. For more details, please see our full privacy policy at wenhamcarter.com/privacy-policy.
16. 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 is limited to the fees you have paid us in the preceding 12 months, capped at GBP 20,000 / USD 30,000. This cap does not apply to any proven data protection breach or intellectual property infringement caused by us.
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, or any breach of these terms.
17. 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’ll work together to address it.
18. Governing Law
The governing law and jurisdiction provisions apply according to the contracting entity specified in our engagement email, proposal, or introduction notice. If not expressly stated, the contracting entity shall be Wenham Carter Limited. In the spirit of collaboration, we’ll both make good-faith efforts to resolve any disputes amicably within 60 days before pursuing legal action. We each commit to adhering to anti-bribery laws, including the UK Bribery Act and US FCPA.
19. Termination
Either party may terminate this agreement with 30 days’ written notice. Any accrued fees or obligations will continue to apply post-termination.
20. General
We operate as independent contractors in this collaboration; 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 will stay in effect. This document represents our complete agreement and can only be modified in writing, signed by one of our directors. These terms apply unless we’ve agreed otherwise in writing.
We look forward to a successful partnership and are available to discuss any questions you may have.