TOBs set liability limits, obligations, SLAs and payment terms up front, reducing disputes and showing clients we are professional and reliable.
12 moOwnership
12 wksMax replacement
50%Withdrawal fee
4Max tranches
1 moNotice
<20%Needs approval
01 Key definitions
Compensation
Standard is OTE. Can be adjusted, e.g. base and bonus or base only.
Introduction
Whichever comes first: passing a CV or candidate information, or an interview. Usually the CV.
Engagement
Any engagement or use of our candidate by the Client or a Third Party. Whether they tell us or not, if it resulted from our introduction, we are owed a fee.
02 Terms to understand
Exclusivity Negotiable
Client can't use other agencies or advertise the role. If they hire elsewhere, the fee is owed.
Can exclude e.g. internal talent or a specific portfolio company.
Only raise it once the client is half sold.
Fixed fee Negotiable
Fee table shows a fixed amount and Clause 5.4 is removed.
Replacement Negotiable
No refunds. Replacement if the candidate doesn't start or leaves within the period (standard and max 12 weeks).
Further introductions over 6 weeks (10 on tiered terms). Not negotiable.
One successful replacement only.
C-level roles: $30,000 minimum fee, no replacement.
Fixed-term contracts Awareness
Fee is pro-rata to the shorter term.
Extra fee if extended, or re-engaged within 12 months.
Total capped at the standard 12 month+ fee (Clause 5.2).
Withdrawal fees Awareness
Offer withdrawn pre-start: 50% of the fee, due in 14 days.
Tiered terms: 50% of the remaining balance if the search is pulled, the brief materially changes, or an offer is withdrawn.
Termination Awareness
Either side can exit on 1 month's notice. Accrued fees still apply.
03 Contracts must review
Third Party Not negotiable
Anyone other than the Client, including subsidiaries and associates.
If they hire your candidate within 12 months, a fee is owed.
Also voids the client's replacement entitlement.
Candidate ownership Contracts
12 months standard. If a rejected candidate is hired in that time, a fee is owed.
Rarely reduced, never below 6 months.
Signatures Contracts
Clause 2 deems terms accepted on triggers like requesting services or interviewing, but unsigned terms mean digging through emails and risk no fee.
Always cc Contracts when sending terms for review.
Replacement triggers Not negotiable
All must apply: fee paid in full; not an FTC under 12 months; no prior replacement; no layoff, dismissal without cause, client breach, protected-reason resignation or cause outside our control; written notice with reason within 5 business days.
Retainers Approval
1/3Agreement to source
1/3Shortlist submitted
1/3Offer accepted
Max 4 tranches. Triggers must be reasonable and approved, e.g. fixed amount upfront, remainder on acceptance or start date.
Anything tied to passing probation is rejected unless approved by Oscar or a Director.
04 US tiered payments
Three executive search service levels, each charged as a % of first-year remuneration. Each tier adds advisory and assessment, so the % rises. Once agreed, issue updated TOBs confirming the package before work starts.
05 In development
More detailed FTC clauses: if an FTC converts to permanent, a further fee is due with no credit for the FTC fee. The replacement period does not restart. Final wording with Contracts.
Strict rules
Never edit, amend or send your own draft of terms.
All terms and amendments go through Contracts.
Anything non-negotiable raised by a client goes to Contracts.
Fees below 20% need approval.
Other legal points are handled directly with clients by us. Don't negotiate on them.