Terms of Engagement

This Contingency Fee-Based Recruitment Services Agreement (the "Agreement") is made effective as of the date last signed by and between the Recruiter and the Client.

These terms set out the basis on which the Recruiter provides candidate search and placement services to the Client. By engaging the Services, the Client agrees to these terms unless otherwise agreed in writing.

The Recruiter shall provide employment candidate ("Prospective Candidate") search and placement services to the Client for roles identified in written work orders ("Work Orders") issued by the Client.

Prior to the hiring of a Prospective Candidate, the Client may cancel a Work Order at any time at its sole discretion without liability, except for obligations to pay any earned fees under this Agreement (the "Services").

This Agreement is non-exclusive. If two recruiting service providers submit the same Prospective Candidate to the Client, the Client shall proceed with the provider that first presented the candidate, as shown in contemporaneous written records.

The Recruiter shall be entitled to a fee equal to twenty percent (20%) of the Prospective Candidate's Base Annual Salary (the "Contingency Fee") for each candidate Successfully Hired. "Base Annual Salary" means the fixed annual salary before bonuses or other variable compensation.

"Successfully Hired" means the Prospective Candidate has accepted the Client's offer, signed onboarding documents, passed background/reference checks, and completed orientation/training. The Client shall pay any earned Contingency Fee for a Successfully Hired candidate on a NET 30 basis following receipt of a correctly prepared invoice.

The Recruiter shall not invoice or demand any costs, fees, or payments beyond the earned Contingency Fee, and shall bear its own expenses unless otherwise agreed in writing.

Any payment not received within thirty (30) calendar days of the invoice date shall accrue a late charge equal to the lesser of one and one-half percent (1.5%) per month (18% annually) of the outstanding balance or the maximum rate permitted by applicable law.

In addition, the Client shall reimburse the Recruiter for all reasonable costs of collection, including attorney's fees, incurred as a result of such late payment. Late charges are intended as a reasonable estimate of the damages the Recruiter will sustain from delayed payment and not as a penalty.

Notwithstanding the contingency-based fee arrangement, the Recruiter shall have the right, at its discretion, to condition performance of any Work Order on the payment of a non-refundable retainer fee (the "Retainer Fee") by the Client. The Retainer Fee shall be credited against any Contingency Fee earned with respect to the applicable Work Order.

The Recruiter may elect to impose a Retainer Fee where: (a) the Client has made multiple or substantial changes to the requirements of a role after a Work Order was issued; (b) the Client has previously changed the requirements of a role after submission of a Work Order, such that continuation of a purely contingency-based search imposes unreasonable or inefficient costs on the Recruiter; or (c) the Client fails, on more than one occasion, to provide the Recruiter with necessary feedback, information, or scheduling availability within five (5) business days of the Recruiter's written request, thereby materially hindering the Recruiter's ability to perform the Services.

The Recruiter shall notify the Client in writing if a Retainer Fee will apply, and the amount and payment terms shall be set out in that notice. The Recruiter shall not be obligated to proceed with Services under the affected Work Order until the Retainer Fee has been paid in full.

Either party may terminate this Agreement for any reason upon thirty (30) calendar days' written notice to the other party. Upon termination, the Recruiter shall be entitled to receive the applicable Contingency Fee for any Prospective Candidate submitted to the Client during the term (or within the Non-Circumvention Period) who is later hired.

Termination for material breach may occur upon written notice if the breach is not cured within five (5) business days. The Client may suspend performance of a Work Order with at least five (5) business days' written notice, with timelines extended accordingly.

Confidentiality; Publicity. The Recruiter agrees to maintain confidentiality of all non-public information provided by the Client ("Confidential Information") and to use it solely for performance under this Agreement. Exceptions apply for information that is public, lawfully obtained from another source, or required to be disclosed by law. The Recruiter may list the Client's name in marketing materials and state that the Client is or was a customer after any public announcement by the Client of the relevant hire, provided no confidential details are disclosed.

Compliance with Laws. The Recruiter represents that it understands and will comply with all applicable laws and regulations in performing the Services.

Further Support. Upon the Client's request, the Recruiter will provide reasonable cooperation to support the Client in audits, investigations, or proceedings related to the Services.

Claim Defence. The Recruiter shall defend and indemnify the Client and its affiliates, directors, officers, and employees from third-party claims to the extent caused by the Recruiter's negligence or wilful misconduct in connection with the Services.

Liability Limits. The Client's maximum liability under this Agreement shall not exceed the portion of the Contingency Fee rightfully earned but unpaid. The Client shall not be liable for consequential, incidental, or punitive damages. The Recruiter must give written notice of any claim within fifteen (15) business days of discovery, and bring any legal action within twelve (12) months thereafter. Interest on overdue amounts shall accrue at one percent (1%) per annum, non-compounding.

Governing Law; Dispute Resolution. This Agreement shall be governed by the laws of England and Wales. Disputes shall first be addressed through one settlement meeting, then one mediation session if unresolved, followed by arbitration before one arbitrator. Arbitration shall take place in either England and Wales, or the location of the non-initiating party's principal office, at the election of the non-initiating party.

Work for Hire. All work product produced by the Recruiter for the Client is "Work Made for Hire" and shall be owned by the Client; the Recruiter assigns all rights to the Client if such work does not qualify as Work Made for Hire.

No Solicitation. The Recruiter shall not recruit the Client's employees for other positions during the term of this Agreement.

Warranties. The Recruiter warrants it has all rights necessary to perform under this Agreement and that Services will be provided in a professional manner. The Recruiter guarantees that any Prospective Candidate hired will remain employed for at least one hundred (100) calendar days, and if the candidate voluntarily resigns or is involuntarily terminated within that period, the Recruiter will either (i) provide a prorated refund, or (ii) replace the candidate at no additional cost, provided the Contingency Fee was paid. This choice is at the Client's sole discretion.

Survival. The provisions covering Fees, the Retainer Fee Option, Termination, and Non-Circumvention survive termination of this Agreement.

Notices. Notices shall be in writing and sent via email or express mail to the contact details set out in the applicable engagement letter or provided on our website.

Assignment. Neither party may assign this Agreement without written consent of the other party.

Severability. If any provision is unenforceable, the remainder shall remain in effect.

No Waiver. Waivers must be in writing.

Modification. Changes require a written agreement signed by both parties.

Successors and Assigns. This Agreement binds and benefits the parties and their successors and permitted assigns.

No Costs. The Client is not responsible for the Recruiter's costs unless agreed in writing.

The Client shall not hire, or cause to be hired, any Prospective Candidate presented by the Recruiter for a period of twelve (12) months following presentation without paying the applicable Contingency Fee. This applies whether the hiring is direct or through an affiliate, contractor arrangement, or third party.

This Agreement contains the entire agreement between the parties regarding its subject matter and supersedes all prior agreements.