1. Acceptance

These terms and conditions are deemed accepted when a firm, company or other organisation offers an interview to the Candidate, (whether in writing or verbally)

2. Definitions

In these terms these words shall have the following meanings:

“Client” any firm, company or other organisation which instructs or retains the Company or
offers an interview to the Candidate.

“Company” Fox Rodney Search Limited.

“Candidate” an individual introduced and/or sourced by the Company to the Client.

“Introduction” notification of any Candidate’s details to a Client by the Company in writing or verbally or the identification by name of any individual on a list of individuals over which exclusivity has been agreed between the Company and the Client in relation to a Search Assignment.

“Candidate’s Remuneration” includes but is not limited to the Candidate’s projected first year’s gross remuneration including but not limited to salary or drawings (as the case may be) the gross value of any profit share, commission, bonus, overseas premiums, living/accommodation allowance, travel allowance and any other benefits or incentives (contractual or otherwise and whether guaranteed or not) reasonably estimated by the Company to be payable by the Client to the Candidate during the first year of the engagement of the Candidate by the Client or accrued during such first year (even if paid after such first year).

“Contingent Search” a private or contingent Placement of the Candidate by the Company

“Partner” a partner of the Client at the date of the commencement of the Search Assignment
who is not already the subject of a separate search assignment by the Company

“Placement” a placement of the Candidate pursuant to a Search Assignment with the Client
whether as an employee, contractor, consultant or otherwise.

3. Fees

The Company’s fees are based on a percentage of the Candidate’s Remuneration and are 25% of the Candidate’s Remuneration, which is payable on the Candidate’s start date.

Fees shall be payable by the Client to the Company in respect of any Candidate who is introduced by the Company to the Client, and is engaged or retained by the Client within two years of either that introduction or the candidate’s last meeting with Company or the Client, whichever is later.

The Client agrees to pay any value added tax or any other sales tax due in connection with any applicable transaction hereunder.

4. Terms of Engagement

4.1 For the purposes of the Conduct of Employment Agencies and Employment Businesses Regulations 2003, the Company operates as an employment agency in relation to the Client.

4.2 The Client shall provide to the Company all information which the Company may reasonably require to enable the Company to supply a suitable individual for the position which the Client seeks to fill including in particular the following information:

a) the position which the Client seeks to fill, including the date on which the Client requires the Candidate to commence work and the duration, or likely duration, of the work, the type of work the Candidate in that position would be required to do, the location at which and the hours during which he would be required to work and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;

b) the experience, training, qualifications and any authorisation which the Client considers are necessary, or which are required by law, or by any professional body, for the Candidate to possess in order to work in the position.

4.3 The Company may give to Candidates the information provided under clause 4.2. The Client shall keep the Company updated regarding any changes to the information the Client is required to provide under clause 4.2.

5. Fee corrections

Should the actual Candidate’s Remuneration be higher than the figure used to calculate the fee invoiced by the Company the Client shall provide details to the Company within 1 month of the end of the relevant year and the Company shall be entitled to an additional fee equal to the relevant percentage of the excess of the Candidate’s Remuneration.

6. Engagement

The Client undertakes to notify the Company immediately of any intention to engage, contract or consult with, employ or otherwise whether directly or indirectly, the Candidate.

7. Associations

If it is not possible to calculate the Candidate’s Remuneration under clause 2 above, for example because the Client and the Candidate enter into an association or referral relationship of mutual benefit, the fee shall be agreed between the Company and the Client acting in good faith but shall not be less than £50,000 (excluding VAT). The Company reserves the right to decide whether the fee should be determined in accordance with this paragraph. If in fact the relationship between the Client and the Candidate turns out to be different from that envisaged when such fee is determined and the Company would have been entitled to a higher fee, then the Client shall pay to the Company a fee equivalent to the difference between that already charged and the fee to which the Company would have been entitled.


8. Payment Terms, Interest and Currency

The Client shall pay the fee and any agreed expenses (together with any VAT applicable) without deduction within 14 days of the date of invoice. Invoices not paid within this period may incur, at the Company’s discretion, a surcharge of 2.5% per month or part thereof compounded monthly. Fees expressed in a currency other than Sterling shall be converted into Sterling to calculate the fee at the selling exchange rate of HSBC on the date of invoice.

9. Early Termination

9.1 If a Placement terminates on or before the expiry of 4 weeks from its commencement the Company will refund any fee paid by the Company referred to in clause 3. If the Placement terminates after 4 weeks but before the expiry of 13 weeks the Company will refund 7.7% of that instalment or portion of the fee for each complete week that falls after the termination of the Placement but before the expiry of that 13 week period.

9.2 No refund will be made in accordance with clause 9 unless all fees (including both retainer and success fees) and agreed expenses have been paid within 14 days of the date of the respective invoices, and no refund will be due if termination of the Placement is due to redundancy or the amalgamation, bankruptcy or liquidation of the Client or the wrongful dismissal of the Candidate. The Client confirms that neither it nor any subsidiary, associate or successor will re-engage, employ contract with or consult with the Candidate within 12 months of the date of termination.

10. Follow-ons

If the Candidate introduces (whether directly or indirectly) any other individual(s) (a ‘Further Candidate’) to the Client during the period starting with the date of introduction of the Candidate and finishing two years from the date the Candidate joins the Client, or within 12 months of the Candidate being introduced to the Client (whichever is later), and such Further Candidate is employed by, engaged by, works for or becomes a partner with the Client, then the Client will remain responsible for payment of an introductory fee for such Further Candidate.

A fee is also payable by the Client (together with reimbursement of any expenses incurred) if the Client refers the Candidate to a third party and the Candidate is employed by, engaged by, works for or becomes a partner with such third party whether directly or indirectly and the early termination provisions at clause 9 shall not apply in these circumstances.

11. 3rd Party Introductions

If a candidate has been introduced to the Client other than by the Company and expressly advises the Client that he wishes to proceed with his application through the Company then a fee will be payable on any Placement as if the Company had introduced that candidate and these terms shall apply.

12. Confidentiality

All details concerning the Candidate are provided to the Client in the strictest confidence and shall not be disclosed to any third party.

13. Suitability etc

While the Company shall take all reasonable steps to assess the suitability of Candidates, the Company gives no warranty as to the suitability, availability, immigration status, qualifications, health, standard of skill, integrity and reliability of the Candidate and it shall be for the Client to satisfy itself as to all such matters. The Company shall not be responsible for the accuracy of the Candidate’s CV or other information which are presented in good faith, either as original, in the Company’s format, or otherwise. The Client is also responsible for arranging all medical examinations and other investigations and for obtaining any work or other permits. The Client agrees to hold the Company harmless in respect of all such matters regarding the suitability of the Candidate.

14. Disclaimer

14.1 Neither the Company nor any of its associates, staff or agents shall be liable to the Client for any loss, liability, damage, costs, claims or expenses whatsoever suffered or incurred by the Client arising from or connected with the Placement of the Candidate howsoever arising. Notwithstanding any other provision of these terms and conditions and irrespective of any fault or negligence by the Company, the Company shall not be liable to the Client for any indirect, incidental, consequential or special damages (including, without limitation, damages for harm to business, lost revenues, lost savings, or lost profits), regardless of the form of action, whether in contract, warranty, or tort, including, without limitation, negligence of any kind whether active or passive.

14.2 Nothing in these terms and conditions shall exclude or limit in any way:

(a) the Company’s liability for death or injury arising from its negligence; or

(b) fraud or any other liability which it is prohibited from excluding or limiting by law.

14.3. Each of the Client and the Company agrees and acknowledges that the sums payable under these terms and conditions have been calculated on the basis that the Company shall exclude or limit liability as set out in these terms and conditions.

14. Variation

No variation to these terms and conditions shall be accepted unless expressly agreed in writing by a director of the Company.

15. Miscellaneous

16.1 Notices
All notices hereunder shall be in writing and shall be sent by registered post, return receipt requested, overnight courier, messenger, facsimile (with confirmation of receipt), or e-
mail (with confirmation of receipt), to the applicable address. If the notice is sent by mail,

the effective date of the notice will be the third day after the date of posting. If the notice is sent by overnight courier, the effective date of the notice will be one day after the notice was given to the courier service, as shown by the courier service’s records. If the notice is hand delivered, the effective date of the notice will be the date shown on a written receipt given by the recipient to the messenger. If the notice is sent by facsimile or e-mail, the effective date of the notice will be the date shown on the confirmation of receipt.

16.2 Relationship of the Parties
Each party is acting as an independent contractor and not as an agent, partner, employee or part of a joint venture with the other party for any purpose. Except as provided in these
terms and conditions neither party has the authority to enter into any commitment or incur
any liability on behalf of the other.

16.3 Severability
If any provision of these terms and conditions are held to be inconsistent with any present or future law, ruling, rule or regulation of any court or authority having jurisdiction over the subject matter of these terms and conditions such provision shall be deemed to be rescinded or modified to the minimum extent necessary to comply with such law, ruling rule or regulation, and the remainder of these terms and conditions shall not be affected thereby.

16.4 Entire Agreement
These terms and conditions set forth the entire understanding between the parties with respect to the subject matter hereof and shall supersede all letters and/or other
communications by and between the parties hereto (including, without limitation, by and between their respective agents, attorneys and so forth) prior to the date hereof regarding
the subject matter hereof.

16.5 Governing Law
This Agreement shall be construed in accordance with the laws of England and Wales and the parties irrevocably submit to the non exclusive jurisdiction of the courts of England
and Wales to settle any disputes which may arise in connection with this Agreement.

16.6 Assignment
Each of the Client and the Company may, at its respective election and upon notifying the other party, assign this Agreement or any of its rights hereunder to any parent, subsidiary,
affiliate or any subsidiary of such parent. Any other proposed assignment by the Client or by the Company requires the written consent of the other party to this Agreement, such
consent not to be unreasonably withheld.

16.7 Waiver
No failure to exercise, and no delay in exercising any right, power or privilege under these terms and conditions shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege hereunder.