1. Exclusivity

1.1. Executive Lab provides search services based on an exclusive search mandate. By commissioning Executive Lab for search services, the Client confirms and commits not to using any other search firms nor undertaking any search activities to find candidates for the vacancy Executive Lab is working to fulfil during the active search mandate for Executive Lab.

1.2. If not otherwise specified, the mandate is valid for 90 days.

1.3. If the Client wants to consider candidates from other sources during the period when Executive Lab’s mandate is active (for example, but not limited to the candidates who approach the Client directly), it is agreed that these candidates are referred to Executive Lab who will integrate them into their search process and handle them equally to all other candidates while managing the data with extreme care to protect from any data breach that could affect the clients of the company. 

1.4. If one of these candidates is employed, the full fee is payable according to the general invoicing practice of Executive Lab (as specified in 5.5).

1.5 Condition 1.4 applies in any case during the active search mandate for Executive Lab, including the case if condition 1.3 was not followed.

2. Profiling

2.1. Executive Lab starts search assignments based on the agreed profile for the vacancy. For this profiling meeting(s) is agreed upon with all the managers present who will be participating in making the hiring decision.

2.2. The full profile is agreed upon in writing as will all the changes that are decided.

2.3. The Client confirms that no other managers/executives or consultants will be involved in the decision-making process than the ones who were initially participating in the profiling process.

2.4. Profile for the vacancy consists of a description of the expected outcomes (KPIs), threshold requirements and agreed competency model. All the mentioned elements of the profile will be fixed in the Wisnio environment.

3. Short-list and meetings with candidates.

3.1. Executive Lab provides a shortlist of 2-6 candidates as soon as possible.

3.2. The client meets the short-listed candidates as soon as possible, but no later than within 2 weeks after the presentation of the short-list.

3.3. The responsible consultant does everything possible to help the Client in the decision-making process. To enable this, the consultant has the right to participate in the final interviews and all other meetings the Client has with candidates and be informed about the content of all communication between the Client and the candidates.

3.4. The client can reject candidates if they do not meet the agreed criteria as specified in 2.4.

4. Communication with candidates

4.1. Candidates should be informed about the Client’s decisions and next steps at the latest in 3 business days after each meeting with a candidate. The decision may be any of the following:

• we will meet again for the next interview;
• we need to organize additional assessments or reference checks;
• we will make an offer;
• we decided not to continue.

4.2. If not agreed upon differently, communication with candidates is the responsibility of the Executive Lab.

4.3. The client has the obligation to inform Executive Lab about their decision as soon as possible but not later than on the 3rd business day after meeting with a candidate.

5. Payment terms

If not agreed differently, the search fee agreed for the placement is payable in 3 equal parts as follows:

5.1. Retainer fee – due after the search is commissioned

5.2. Short-list fee- due after the short-list is presented

5.3. Final payment – due after one of the following conditions is in place (whatever is earlier):

• A candidate has accepted the job offer from the Client.
• A candidate has signed an employment contract, management contract or cooperation contract in any other form with the Client.
• 30 days have passed since the presentation of the shortlist.

5.4.  In case the fee is split into four payments, the final fee is payable in 90 days after the presentation of the shortlist. 

5.5.  All payments are due according to invoices from Executive Lab and are payable in 14 business days.

6. Additional candidates.

If the Client or any organization related to the Client (for example a daughter or sister or mother company, companies belonging to the same group of companies or having the same core ownership or any other close relationship, including a legal entity related to a person or officer of the Client involved in the search process) employs additional candidate from the short-list presented by Executive Lab within 18 months, an additional one-time placement fee is payable equalling 50% from the initially agreed search fee.

7. One-time placements

From time to time Executive Lab may introduce candidates to the Client without a specific search assignment. If the Client is interested in meeting these candidates and if the conversation leads to an employment relationship or any other permanent cooperation relationship (e.g. a consulting assignment or a management contract) a one-time placement fee is payable, equaling 20% of the annual agreed compensation (before taxes) of the employed candidate. 

8. Warranty

8.1. If not agreed differently, Executive Lab gives a 9-month warranty to placed candidates. If any of the candidates recommended by Executive Lab is fired or the employment is terminated for the reasons of poor work performance or loss of trust, Executive Lab has the obligation to find a replacement with no additional fee.

8.2. For the warranty clause to become operational, the Client has to notify Executive Lab about the situation within 3 business days after the decision is taken and commission the free replacement search immediately.

8.3. The Warranty condition applies also to the additional candidates and one-time placements (conditions 6 and 7 of the current conditions).

8.4. The Warranty condition cannot be used if

8.4.1. termination of the employment was due to personal or relationship reasons, organizational restructuring or any other reasons not specified in 8.1

8.4.2. the warranty search is not commissioned within 2 weeks after the decision is taken

8.4.3. the new vacancy is not identical to the vacancy in the initial search assignment.

9. Off-limit candidates

9.1. Candidates recommended to the Client are off-limit for Executive Lab forever – we will not approach the candidates we recommended for the Client with new job offers from other clients or ourselves.

9.2. All employees who work for the Client organization are off-limit for Executive Lab for 12 months after completion of the last search assignment for the Client.

10. Termination of search assignments

10.1. The Client has the right to terminate the search assignment at any time for whatever reasons.

10.2. Executive Lab has the right to terminate the search assignment if the Client has breached any of the conditions specified in the terms above or delayed the search process for more than 30 days.

10.3. In case of termination, all invoices due and not paid yet are payable. This condition also applies to invoices that could have been presented according to current conditions but have not been issued yet.

10.4. In case of termination after the 2nd week of the mandate, Executive Lab is entitled to charge a termination fee equalling 50% of the search fee agreed upon and not yet due.

11. Dispute resolution

11.1. Any dispute will be resolved by amicable negotiations.

11.2. In cases where the negotiations did not lead to an acceptable solution, the sides turn to the Court of Arbitration at the Estonian Chamber of Commerce (www.koda.ee)

11.3. The Law of the Republic of Estonia applies as the jurisdiction for the disputes.