FOX RODNEY SEARCH LIMITED STANDARD TERMS AND CONDITIONS
LONDON

1. Agreement
   
   1.1 The Company agrees to provide and the Client agrees to engage the services of the Company on the terms and conditions set out in this agreement (“Agreement”).

   1.2 These terms and conditions constitute the contract between the Parties and are deemed to be accepted by the Client upon the Client’s instruction or continuing instruction (by whatever means) to the Company following the Client’s receipt of this Agreement, including but not limited to the earlier of: (i) the Client’s request that the Company Introduce Candidates or the Client’s instruction to the Company to commence a Search Assignment; (ii) the Introduction of a Candidate; (iii) the Client’s offer of an interview to a Candidate; (iv) the Client’s interview of a Candidate (whether in person or telephone or otherwise); (v) the Client’s continuing instructions (by whatever means) in relation to a Candidate; (vi) any contact between the Client and a Candidate; (vii) the Placement of a Candidate; or (vii) a Third Party Introduction.

   1.3 This Agreement shall prevail over any other terms of business or purchase conditions put forward by the Client. Conditions of the Client diverging from the terms and conditions in this Agreement shall not be valid even if the Company rendered services to the Client without reservation. No variation to these terms and conditions shall be valid unless expressly agreed in writing by a Managing Director of the Company by setting out the variation and confirming that this Agreement has been amended.

   1.4 These Terms apply whether or not the Candidate is Placed with the Client or Third Party for the same type of work or position as that for which the Introduction of the Candidate was originally effected.

2. Definitions
   
   In these terms these words shall have the following meanings:

   “Assignment Letter” written confirmation (by whatever means) which, as appropriate, the Company will send to the Client, thereby initiating a Retained Search Assignment or Retained Exclusive Search Assignment pursuant to clause 6
   
   “Candidate” an individual Introduced by the Company to the Client.
   
   “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 (including sign-on or welcome 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 Placement or accrued during such first year (even if paid after such first year).
   
   “Client” any person, firm, company or other organisation to which a Candidate is Introduced or to whom the Company’s services are provided pursuant to this Agreement.
   
   “Company” Fox Rodney Search Limited (together with the Client, the “Parties”).
   
   “Contingent Placement” Placement of the Candidate, not pursuant to a Search Assignment.
   
   “Documentation” a short list or long list of Candidates produced by the Company and delivered (by whatever means) to the Client.
   
   “Introduction” notification or passing of any information which identifies a Candidate or their details to a Client by the Company in writing or verbally; including 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; and “Introduce”, “Introduces” and “Introduced” shall be construed accordingly.
   
   “Partner” a partner, director or member 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” the engagement of the Candidate by the Client or a Third Party (pursuant to a Third Party Introduction), on a permanent or fixed term basis, whether as an employee, contractor, consultant or otherwise and “Placed” shall be construed accordingly.
   
   “Retained Search Assignment” a Search Assignment for which a Retainer is paid by the Client to the Company at the outset of the search.
   
   “Retained Exclusive Assignment” a Search Assignment where the Client and the Company agree (whether verbally or in writing) exclusivity for an agreed time period over a list of potential Candidates, such that the Company will not introduce any of those individuals named to any Third Party during the exclusivity period and the Client will not use the services of any other employment agency or employment business in respect of any individual named during the exclusivity period, whether or not that employment agency or employment business purports to introduce an individual named to the Client.
   
   “Search Assignment” the services of the Company requested by the Client (whether verbally or in writing) for the introduction of Candidates to the Client for a Placement or Placements and associated services by the Company to facilitate such Placements, pursuant to these terms and conditions.
   
   “Third Party” any person, firm or company who is not the Client including but not limited to subsidiary and associated companies of the Client (as defined by s.1159 of the Companies Act 2006).
   
   “Third Party Introduction” the passing to a Third Party by the Client (or anyone acting at the Client’s direction or by any employee, director or officer of the Client), by whatever means, of any information which has been supplied to the Client by the Company which identifies a Candidate.

3. Fees
   
   3.1 The Company’s fees are based on a percentage of the Candidate’s Remuneration and are as follows:

   a) for a Search Assignment, 33.33% of the Candidate’s Remuneration. To the extent that the fee includes a non-refundable retainer (the amount of which shall be agreed between the Company and the Client, ‘the Retainer’), such Retainer shall be payable on commencement of the Search Assignment. The balance of the Company’s fees, having deducted any Retainer paid, shall be due as to 50% one month from the date of resignation (whether verbal or written) of the Candidate from his/or her current firm to take a Placement or acceptance of an offer of a Placement if no resignation is applicable; and the remaining 50% on the date the Candidate commences a Placement.

   b) for a Contingent Placement 30% of the Candidate’s Remuneration, 50% of which is payable one month from the date of resignation (whether verbal or written) of the Candidate from his/or her current firm to take a Placement or acceptance of an offer of a Placement if no resignation is applicable; and the remaining 50% on the date the Candidate commences a Placement.

   3.2 Unless the Client has requested the Company’s services on the basis of a Search Assignment, fees applicable for a Placement shall be in accordance with clause 3.1b).

   3.3 Fees shall be payable by the Client to the Company in respect of any Introduction made by the Company of a Candidate to the Client, who is Placed with the Client or a Third Party within two years of either that Introduction or the Candidate’s last meeting or communication with the Company or the Client in respect of the proposed Placement for which the Introduction was made, whichever is later.

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

4. Termination Fees
   
   In the event of the termination or suspension of a Search Assignment by the Client within the Search Period (see clause 5.2), then in addition to any fees already paid or due the Client shall also be responsible for payment of a termination fee which shall be equivalent to half of the next fee instalment due that would have fallen due under clause 3 had the Search Assignment successfully continued (such fee to be reasonably estimated by the Company at its sole discretion), as well as remaining responsible for reimbursement of any expenses due under clauses 9 and 10.

5. Terms of Engagement
   
   5.1 For the purposes of the Conduct of Employment Agencies and Employment Businesses Regulations 2003, the Company operates as an employment agency as defined by section 13(2) of the Employment Agencies Act 1973 (as amended) in relation to services provided to the Client.5.2 Unless varied in accordance with clause 1.3, the Company shall provide its services pursuant to a Search Assignment for a period of 12 months (the ‘Search Period’). If a Placement is not offered to a Candidate pursuant to a Search Assignment within the Search Period, the Company will review with the Client the basis upon which it may extend the Search Period and, where the Client and the Company agree to extend the Search Period, the Company shall confirm in writing to the Client the agreed amendment to the Search Period.

   5.3 On the occurrence of an event which is outside the control of the Company which in the reasonable opinion of the Company has or will have a material adverse effect on the potential success of the Search Assignment, the Company shall be entitled to terminate the Search Assignment forthwith without return of any sums that have been paid to it, or agreed to be paid to it, by way of Retainer or otherwise. Such occurrences shall include, but without limitation, the departure of one of the Client’s key Partners, or the merger of the Client with another firm.

   5.4 The Client agrees that it shall, within a period of not less than 30 days following the presentation by the Company of any Documentation, advise the Company of which Candidates the Company is to contact forthwith on its behalf. If the Client does not so advise the Company, then the Company shall be entitled to contact such Candidates on behalf of other clients.

   5.5 The Client shall provide to the Company all information which the Company may reasonably require to enable the Company to search for 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 the Candidate would be required to work, the minimum rate of remuneration and any other benefits which the Client would offer for the position, the intervals at which the Candidate would be paid and, if applicable, the length of notice which the Candidate would be entitled to give and receive in that position to terminate the Placement with the Client; and

   b) any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks; and

   c) 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.

   5.6 The Company may give to Candidates the information provided under clause 5.5. The Client shall keep the Company updated regarding any changes to the information the Client is required to provide under clause

6. Exclusivity
   
   6.1 During the course of a Retained Search Assignment:
   a) the Client undertakes and agrees that it shall not instruct any other employment agency, recruitment or search intermediary, firm company or third party (whether search or selection) in relation to the Client’s requirement which is the subject of the Search Assignment, if any such third parties have already been instructed at the time the Assignment Letter is signed, or the search is otherwise commenced, the Client shall immediately dis-instruct such third parties. If it is not possible to immediately dis-instruct such third party, then the Client agrees that if it does receive CVs or candidate descriptions (whether named or anonymous) from any such third party, then these will be sent immediately (and before any contact or further contact is made with such third party) to the Company which will deal with those candidates and agencies exclusively on the Client’s behalf.

   b) All direct approaches to the Client by potential candidates must be referred to the Company and will be treated as an Introduction in the Search Assignment, unless they are listed as excluded in the Assignment Letter (see below) or it has otherwise been agreed in writing by the Company that they do not form part of the Search Assignment prior to commencement of the Search Assignment services.

   c) In addition, the Client agrees that any Assignment Letter will list any individuals who are to be outside the scope of the Search Assignment. Anyone not listed in the Assignment Letter, who would reasonably be seen as falling within the ambit of the Search Assignment, will be treated as an Introduction by the Company as part of the Search Assignment.

   6.2 For the avoidance of doubt for a Retained Exclusive Assignment the Client agrees that all Candidates listed in any agreed list shall be treated as Introductions and shall be pursued exclusively through the Company for the duration of any agreed exclusivity period. Clause 3 shall apply in relation to such Candidates unless otherwise agreed between the Company and the Client in writing.

7. Fee Corrections

   Should the Candidate’s actual 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.

8. Placements

   The Client undertakes to notify the Company immediately of (i) any intention to engage, contract or consult with, employ or otherwise, whether directly or indirectly, a Candidate; (ii) a Third Party Introduction; (iii) any offer of a Placement made by the Client or a Third Party (as a result of a Third Party Introduction) to a Candidate; and (iv) a Candidate’s acceptance of an offer of a Placement and full details of the Candidate’s Remuneration agreed.

9. Expenses

   Any disbursement, expense and/or other reasonable cost incurred in the course of the Search Assignment, such as out of pocket expenses in relation to dealing with Candidates and (where agreed) research costs, will be charged to the Client on a monthly basis.

10. Advertising

    Any advertising costs will be agreed separately between the Company and the Client. Once the Client has confirmed a booking of advertising space whether verbally or in writing then any advertising costs must be paid by the Client to the Company unless cancelled within the published deadline relevant to the media concerned.

11. 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 £150,000 (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.

12. Payment Terms, Interest and Currency

    The Client shall pay the fee and any expenses (together with any VAT applicable) without set-off or 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.

13. Early Termination of a Placement
    
    13.1 If a Placement terminates on or before the expiry of 4 weeks from its commencement the Company will refund that instalment or portion of the fee referred to in clause 3 as being payable on the date that the Placement commences. If the Placement terminates after 4 weeks but before the expiry of 13 weeks from its commencement 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.13.2 No refund will be made in accordance with clause 13 unless all fees (including both Retainer and all other fees payable under Clause 3) and 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. In the event that the Client or any Third Party (pursuant to a Third Party Introduction) re-engages, employs, contracts with or consults with the Candidate (as applicable) within 12 months of the date of termination of the Placement, any refund made to the Client by the Company shall be repaid within one month of the applicable employment or engagement by the Client or a Third Party.

14. Follow-ons

    14.1 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 of commencement of the Placement, 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 a fee pursuant to Clause 3.1(b) for such Further Candidate.

    14.2 A fee pursuant to Clause 3.1(b) is also payable by the Client (together with reimbursement of any expenses incurred) if as a result of a Third Party Introduction a Candidate is Placed with such Third Party whether directly or indirectly and the early termination provisions at clause 13 shall not apply in these circumstances.

15. Introductions other than by the Company

    If a candidate has been introduced to the Client other than by the Company and expressly advises the Client that they wish to proceed with their application through the Company then a fee will be payable under Clause 3 on any Placement as if the Company had Introduced that candidate and these terms shall apply.

16. Confidentiality

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

17. 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.

18. Disclaimer
    
    18.1 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.

    18.2 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.

    18.3 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.

19. Miscellaneous
    
    19.1 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.

    19.2 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.

    19.3 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.

    19.4 Entire Agreement

    These terms and conditions constitute the entire agreement 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) regarding the subject matter hereof save in respect of any valid variation to these terms and conditions pursuant to clause 1.3.

    19.5 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.

    19.6 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.

    19.7 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.

Fox Rodney

August 2022