Last updated: June 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 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 will take precedence over any conflicting terms of your own. We provide or refer to these terms with each introduction.
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 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 utilizing a Candidate in any capacity, 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 clause 8.
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. You must 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 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.
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
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.
10. Applicable Tax / VAT
All fees payable under these terms are exclusive of VAT, which (where applicable) is payable in addition at the prevailing rate.
11. 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.
12. 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.
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’ll invoice 50% of the fee. We hope such situations are rare and are here to help navigate them if needed.
14. Payment
Invoices must be paid within 14 days of the candidate accepting the offer or, for any other fee payable under these terms, within 14 days of the date of our invoice. In cases of late payment, statutory interest and reasonable recovery costs will apply, as per applicable regulations. If the candidate accepts the offer and we invoice on that basis but then fails to commence employment, 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.
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
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.
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 GBP 50,000. 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’ll work together to address it.
19. Governing Law
These terms are governed by the laws of England and Wales, and you agree to bring any claim exclusively in the courts of England and Wales. 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’ll both make good-faith efforts to resolve any disputes amicably within 60 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. We each commit to adhering to anti-bribery laws, including the UK Bribery Act and US FCPA.
20. Termination
Either party may terminate this agreement with 30 days’ written notice. Any accrued fees or obligations will continue to apply post-termination. 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. The confidentiality, referral, and anti-circumvention provisions survive termination.
21. Company Separation
Each Wenham Carter group company is a separate legal entity. No provision in these terms shall be interpreted as creating joint and several liability, partnership, or agency between group companies. Wenham Carter Limited is the group company that performs the services and issues invoices under these terms, and it alone is your counterparty; no other group company is party to or liable under these terms.
22. 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.