Terms and Conditions

1.THESE TERMS

1.1. Codex Edge is an online direct recruitment resource provided by us ("Codex Edge Ltd"). By accepting these terms and conditions of use, you ("Client") acknowledge that you have read, understood and accepted these Terms of Use and that you agree to be bound by them.

1.2. In this agreement, the following definitions apply:

Business Hours means 9am to 6pm on a Business Day.

Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Candidate means a lawyer identified via a Codex Edge Candidate Mapping search.

Candidate Pool means a list of up to 20 precisely selected Candidates produced via a Codex Edge Candidate Mapping search and provided to you.

Candidate Mapping means a search resulting in a Candidate Pool. You use Codex Edge to identify potential candidates via criteria selected and inputted by you (e.g. practice area, P.Q.E., firm). The results are then reviewed by our staff and cross-referenced with any additional data that you input in the Website fields in order to produce a Candidate Pool tailored to your given requirements. All candidates identified in the Candidate Pool will match the criteria you specify.

Codex Edge means the online direct sourcing tool accessed via the Website by Registered Clients. Codex Edge Ltd is a wholly owned subsidiary of Cogence Search Ltd and is authorised by that company to make the offer contained within paragraph (4) below. Cogence means Cogence Search Limited, a leading London legal recruitment agency specialising in lateral moves for UK, multi-national and global private practice firms, which has developed Codex Edge.

Information means Candidate Pools and all the information contained in them, information provided to you by the Qualified Leads Service, and information provided to you by the Bespoke Service.

Non-Subscribed Client means a Registered Client that has chosen the Non-Subscription Service.

Qualified Leads Service means the lead-generation we provide where you request us to make contact with one or more of the Candidates in a Candidate Pool. Following your review of the Candidate pool to Verify and Veto, we will contact each candidate not vetoed to establish whether they would be interested in hearing directly from you about present or future roles. Before we do so, we will ask you to agree a form of words that we are to use when speaking to the Candidate.

We will make up to three attempts to contact a Candidate and:

a. Ask the Candidate if he or she wishes to receive a communication from you, including any specific message or information you wish us to convey on your behalf;

b. Where the Candidate provides a preferred email and ‘phone number for the purpose of you contacting him or her, we will provide this to you;

c. We will make a record all Candidate responses to our contacts, both positive and negative, together with the Candidate’s contact details where supplied.

In order to manage our resources and maintain the quality and responsiveness of the service, the Qualified Leads Service must commence in relation to a Candidate Pool within 30 days of the date we supply that Candidate Pool to you.

Registered Client means a Client which has completed the online registration and accepted these terms via the Website, and whose registration has been accepted by us.

Reduced Level Services means a data mapping only service provided to Subscribed Clients. If you are a Subscribed Client who does not wish to benefit from the Qualified Leads Service, you may choose to exclude this service when commencing a Candidate Mapping search. Where you do so you will have access only to the Candidate Pool data and your account will be credited with 50% of the cost of a Candidate Pool, as determined by the level of service you have elected to use, and this credit will be applied to the next Candidate Pool you require.

Subscribed Client means a Registered Client that has subscribed to the Subscription Service.

Subscription Level means either a Bronze, Silver or Gold Level Subscription as set out at clause 2 of this agreement. VAT means value added tax chargeable under the Value Added Tax Act 1994 Verify and Veto means your right to review the Candidate Pool and identify to us any Candidates with whom you do not wish to engage with further. You do not need to give us any reason or explanation for a Candidate veto. Website means www.codexedge.com

2. SERVICES

Codex Edge provides tiered access to meet the needs of your firm. You may choose from three subscription levels ("Subscription Service"), or choose to access Codex Edge on an ad hoc basis (Non-Subscription Service, or agree a fully bespoke service ("Bespoke Service") (together "the Services"):

2.1. Bronze Level Subscription, at the rate of £2,000 per calendar month for a 12-month subscription, or £2,500 per calendar month for a 3-month subscription. The Bronze Level Subscription provides the Qualified Leads Service for up to two Candidate Pools per calendar month. This provides you with:

  • Access to up to 480 targeted Qualified Leads Service contacts with Candidate calls per annum (or the equivalent).
  • An anticipated direct hire increase of 5-10% per annum, saving you an estimated £100,000 to £200,000 in external recruitment costs per annum.

If you require the Qualified Leads Service for additional Candidate Pools, these are available at £1,500 per Candidate Pool.

2.2. Silver Level Subscription, at the rate of £5,000 per calendar month for a 12-month subscription, or £6,250 per calendar month for a 3-month subscription.

The Silver Level Subscription provides the Qualified Leads Service for up to five Candidate Pools per calendar month. This provides you with:

  • Access to up to 1,200 targeted Qualified Leads Service contacts with Candidate calls per annum (or the equivalent).
  • An anticipated direct hire increase of 12-25% per annum, saving you an estimated £240,000 to £500,000 in external recruitment costs per annum.

If you require the Qualified Leads Service for additional Candidate Pools, these are available at £1,500 per Candidate Pool.

2.3. Gold Level Subscription, at the rate of £10,000 per calendar month for a 12-month subscription, or £12,500 per calendar month for a 3-month subscription.

The Gold Level Subscription provides the Qualified Leads Service for up to five Candidate Pools per calendar month. This provides you with:

  • Access to up to 2,400 targeted Qualified Leads Service contacts with Candidate calls per annum (or the equivalent).
  • An anticipated direct hire increase of 25-50% per annum, saving you an estimated £500,000 to £1,000,000 in external recruitment costs per annum.

If you require the Qualified Leads Service for additional Candidate Pools, these are available at £1,500 per Candidate Pool.

2.4. Non-Subscription Service, Non-Subscribed Clients can use Codex Edge to produce Candidate Pools for which we will provide the Qualified Leads Service at a cost of £4,000 per Candidate Pool.

2.5. Bespoke Service offers sector or practice area reports, including pipelining and succession planning the scope of which and fees for which are to be discussed and agreed between us and the Client on a case by case basis.

2.6. If you are a Subscribed Client:

2.6.1. You must maintain the subscription to the end of its stated period of 3 or 12 months, and you cannot terminate the Service before the expiration of that period.

2.6.2. If you wish to change your subscription period, e.g. from a 3-month fixed period to a 12-month fixed period, you may do so only from the expiration of any fixed period subscription period.

2.6.3. You cannot reduce Subscription Level within your chosen subscription period, but must complete that period before entering into a further subscription period at a different Subscription Level. Please note that, regardless of Subscription Level, you can purchase additional Candidate Pools each month, in excess of the number of Candidate Pools to which your Subscription Level entitles you.

2.7. The Qualified Leads Service is available in respect of every Candidate in a Candidate Pool. You may wish Cogence to attempt to contact none, or only some, of the Candidates in a Candidate Pool. For this reason, you are given the opportunity to Verify and Veto Candidates listed in the Candidate Pool and to tell us of any Candidate(s) that you do not wish us to pursue on your behalf via the Qualified Lead Service.

2.8. Gender and Diversity Filtration: Where requested to do so Codex Edge will supply Candidate Pools which have been stripped of all information which could disclose the existence of a disability as well as the race, gender and sexual orientation of the candidates contained therein. The Gender and Diversity Filtration service is charged at £500 per Candidate Pool, in additional to the fees due for the Subscription or Non-Subscription Service you are using. The un-redacted Candidate Pool will be supplied to you either after an agreed interval or upon demand.

2.9. Variation: We reserve the right to vary the charges referred to in this agreement at any time. Where we do so, the variation will apply to you where you are a new Client registering after the variation has been implemented, or where you enter into a new 3-month or 12-month subscription period, or, where you are a Non-Subscribed Client or a Client using Bespoke Services, before your next purchase of a Service. Notice of all changes to our pricing structure will be given to you in advance and/or will be displayed on the Website.

3. FEES & PAYMENTS

3.1. All tariffs and charges in this agreement are given net of VAT. VAT is chargeable on all our fees.

3.2. Fees for the Bespoke Services are to be provided on request.

3.3. If you are a Subscribed Client, you will be charged a monthly subscription fee payable in advance. The amount of the fee is determined by the period of the fixed-term and by the subscription level, as set out in clause 2 of this agreement. The first payment is to be paid within 14 days of receipt of invoice following registration via Website, and thereafter at monthly intervals for the remainder of the subscription period.

3.4. If you a Non-Subscribed Client, you will be invoiced on a per Candidate Pool basis, immediately upon placing your order; invoices must be paid within 14 days of presentation.

3.5. If you are a Registered Client using Bespoke Services, you will be charged at the rate(s) agreed for the services agreed and generally you will be invoiced at or around the end of the month in which the service is provided or at such other intervals as we may agree. Invoices must be paid within 14 days of presentation.

4. SUBSEQUENT ENGAGEMENT OF COGENCE

Codex Edge is a direct recruitment resource, with the ability to request us to make Qualified Leads contact on your behalf. It can be used by you as the basis for your own direct recruitment or as the basis of an instruction to an external recruiter. Should you wish Cogence to act as an external recruiter to handle the recruitment process in relation to Candidates identified via Codex Edge (i.e. in a Candidate Pool), Cogence will do so on the basis of an additional fee per Candidate contingent upon the successful recruitment of the candidate and calculated as 10% of the Candidate’s first year’s gross salary. Cogence’s standard terms of business will apply to any such instruction.

5. REGISTRATION, SUSPENSION OF SERVICES & TERMINATION

5.1. We reserve the right to decline registration at our entire discretion.

5.2. We reserve the right to suspend or terminate registration, as we at our entire discretion think fit, in the case of a breach of this agreement, including, but not limited to any failure to pay fees due under this agreement when they are due and any breach of the permitted use restriction.

6. PERMITTED USE

You are provided with Information for the purpose of your own legal recruitment needs, whether by yourselves (direct recruitment) or via Cogence or another external recruiter. You should not sell, exchange, or pass on Information to any other third party other than as provided above, or use the Information for any purpose other than your own legal recruitment needs.

7. INTERRUPTION OF SERVICES, FORCE MAJEURE & LIABILITY

7.1. You acknowledge that Codex Edge as a web-based service may experience some down-time. Where this is due to essential maintenance, we will, wherever reasonably possible, provide you with reasonable notice of any anticipated interruption in the Services, and will use our reasonable endeavours to ensure that any interruption in the Services happens outside Business Hours. Where there is an unanticipated interruption in the Services, we will use our reasonable endeavours to ensure that the Services are restored as soon as possible.

7.2. Neither party shall be in breach of this agreement nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

7.3. Our liability under or in connection with this agreement shall be limited to the amount of one month’s fees, if you are Subscribed Client, or £2,000 if you are a Non-Subscribed Client, in the aggregate.

7.4. We shall not be liable for shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:

7.4.1. Loss of profits;

7.4.2. Loss of sales or business;

7.4.3. Loss of agreements or contracts;

7.4.4. Loss of anticipated savings;

7.4.5. Loss of or damage to goodwill

7.4.6. Loss of or damage to reputation; and,

7.4.7. Any indirect or consequential loss.

7.5. Nothing in this clause 7 relieves you of the obligation to pay the fees due under this agreement.

8. THIRD PARTY RIGHTS

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the agreement.

9. ENTIRE AGREEMENT

9.1. This agreement constitutes the entire agreement between the you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject.

9.2. You acknowledge that in entering into this agreement you do not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. You agree that you shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

10. GOVERNING LAW & JURISDICTION

10.1. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

10.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.