Terms of Business

1. Definitions

In these Terms of Business the following definitions apply:

• "Candidate" means any individual introduced by Setberry to the Client for potential Engagement.
• "Client" means any person, firm, or corporate entity to whom a Candidate is introduced by Setberry.
• "Engagement" means the employment, engagement or use of the Candidate by the Client, whether on a permanent or fixed-term basis, directly or indirectly.
• "Introduction" means:
  • the provision of a Candidate's details to the Client by Setberry, including a curriculum vitae or other information which identifies the Candidate;
  • any interview or meeting between the Client and the Candidate following Setberry's involvement.
• "Remuneration" means the Candidate's agreed gross annual base salary, and any guaranteed bonus or fixed allowances expressly agreed in writing.

2. Acceptance of Terms

These Terms of Business are deemed accepted by the Client upon the earliest of:

• requesting services from Setberry;
• the Introduction of a Candidate;
• the Engagement of a Candidate.

These Terms prevail over any other terms unless agreed in writing by Setberry.

3. Scope of Services

Setberry provides executive search and recruitment services, including:

• identification and sourcing of Candidates;
• evaluation and screening;
• introduction and coordination of hiring processes.

Setberry acts as an intermediary and does not employ Candidates on behalf of the Client.

4. Fees

The Client agrees to pay Setberry a fee for each successful Engagement.

Unless otherwise agreed in writing, the fee is calculated as a percentage of the Candidate's Remuneration during the first 12 (twelve) months of the Engagement, as outlined in the applicable Recruitment Offer.

5. Payment Terms

The fee becomes payable when the Candidate formally accepts an offer of employment.

An invoice will be issued within one week of the commencement of the Engagement and is payable within 14 days from the invoice date. VAT, if applicable, will be charged in addition to the fee.

Setberry reserves the right to charge interest on overdue amounts unpaid for more than 30 days at a rate of 5% per annum.

6. Prior Knowledge

If the Client is already acquainted with a Candidate introduced by Setberry, the Client shall notify Setberry in writing within five (5) working days of the Introduction, providing sufficient evidence of such prior knowledge.

Failing such notification, the Introduction shall be deemed effective and Setberry shall be entitled to the full placement fee.

7. Candidate Ownership

If the Client engages a Candidate introduced by Setberry within 12 months of the Introduction, a fee shall be payable.

This applies regardless of whether the Engagement is direct or indirect, via a third party, or in a different role or location.

8. Re-introduction and Group Companies

If a Candidate introduced by Setberry is engaged by any subsidiary, affiliate, or associated company of the Client, or any third party following disclosure by the Client, the fee remains payable in full.

9. Non-Circumvention

The Client agrees not to circumvent Setberry by engaging a Candidate through another party or arrangement introduced directly or indirectly via Setberry.

Any such Engagement will be subject to the full fee.

10. Fixed-Term Engagements

If a Candidate is initially engaged on a fixed-term basis and the Engagement is extended, renewed, re-engaged, or converted into a permanent role within 6 months of the Introduction, an additional fee (pro-rata or full, as applicable) shall be payable.

11. Withdrawal and Cancellation

If the Client withdraws an offer of Engagement after it has been accepted by the Candidate, the full fee remains payable.

12. Replacement Guarantee

If a Candidate leaves the Engagement within 3 months of the start date, Setberry will provide one replacement search at no additional fee. For executive-level roles, the guarantee period may be extended up to six (6) months, subject to prior written agreement between the parties.

This does not apply where termination is due to redundancy, restructuring, or significant change in role or conditions.

13. Confidentiality

All Candidate information provided by Setberry is confidential and must not be shared with third parties without prior written consent.

14. Liability

Setberry shall not be liable for any loss, damage, or costs arising from the Engagement of a Candidate.

The Client is responsible for verifying the suitability, qualifications, and references of any Candidate.

15. Governing Law

These Terms shall be governed by applicable laws agreed between the parties, typically Switzerland or Bulgaria, depending on the contracting Setberry entity.

16. General

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. Legal Entity and Contact Details

These Terms of Business apply to the Setberry entity entering into the agreement with the Client, as specified in the applicable Recruitment Offer, correspondence, or invoice.