Terms of business

Placement Fee: A contingent placement fee calculated at 20% of the first year of base salary. It will be charged once
the candidate has formally accepted the offer in writing and recalculated based on the salary offered, up or down.

Payment Terms: 14 days DOI - invoice raised once the candidate has formally accepted the offer in writing.

Introduction of Candidates: The introduction of a candidate, either orally, electronically or in written form, is done at
the request of the Client and is confidential. The Client acknowledges and agrees that if RECsearch is the “procuring
source” of interest in a particular candidate, RECsearch will be given full referral credit for said candidate, without regard
to whether the Client may have had access to said candidate’s name or background via referrals, CV databases, or
other means. If the Client has not directly communicated with the candidate in the preceding 30 days of this agreement
date, RECsearch is entitled to full ownership for the introduction of the candidate’s. If a new candidate has been sourced
directly, the Client must notify RECsearch of the candidate details to manage this person through the hiring process
within 7 days.

6 Month free replacement program: If the Engagement terminates before the expiry of 6 months from the
commencement of the Engagement (except where the Applicant is made redundant or employment terminated by the
client) a free replacement will be given to the client.

This document supersedes our standard Terms and Conditions (as below), oral or written, and all other
communications between the parties suggesting additional or different terms.

This agreement may only be amended in written form signed by both parties and will be reviewed from six months of the
signed agreement date.
 CLIENT TERMS OF BUSINESS FOR THE INTRODUCTION OF PERMANENT STAFF TO BE DIRECTLY
EMPLOYED BY THE CLIENT

1. DEFINITIONS

1.1. In these Terms of Business the following definitions apply:

“Applicant” means the person introduced by the Agency to the Client for an Engagement
including any members of the Agency’s own staff;

“Client” means the person, firm or corporate body together with any subsidiary or
associated Company as defined by the Companies Act 2006 to whom the
Applicant is introduced;

“Agency” means Recsearch International House, 24 Holborn Viaduct, City of London,

“Engagement” means the engagement, employment or use of the Applicant by the Client or
any third party on a permanent or temporary basis, whether under a contract of
service or for services; under an agency, licence, franchise or partnership
agreement; or any other engagement;

“Introduction” means (i) the Client’s interview of an Applicant in person or by telephone,

“Remuneration” includes base salary or fees, guaranteed and/or anticipated bonus and
commission earnings, allowances, inducement payments, shift allowances,
location weighting and call-out allowances, the benefit of a company car and all
other payments or emoluments payable to or receivable by the Applicant for
services rendered to or on behalf of the Client;

1.2. Unless the context requires otherwise, references to the singular include the plural and references to the
masculine include the feminine and vice versa.

1.3. The headings contained in these Terms of Business are for convenience only and do not affect their interpretation.

2. THE CONTRACT

2.1. These Terms of Business are deemed to be accepted by the Client by virtue of an Introduction to, or the
Engagement of an Applicant

2.2. Unless otherwise agreed in writing by a manager of the Agency, these Terms of Business shall prevail over any
other terms of business or purchase conditions put forward by the Client.

2.3. No variation or alteration of these Terms of Business shall be valid unless approved in writing by a manager of the
Agency.

3. NOTIFICATION AND FEES

3.1. The Client agrees:

a) to notify the Agency immediately of any offer of an Engagement which it makes to the Applicant;
b) to notify the Agency immediately that its offer of an Engagement to the Applicant has been accepted and to
provide details of the Remuneration to the Agency; and

c) to pay the Agency’s fee within 14 days of the date of invoice. Please note that in the event that it is not settled
in full by that date there will be no guarantee, free replacement, credit on account or rebate facility.

3.2 Except in the circumstances set out in clause 5.1 below, no fee is incurred by the Client until the Applicant
formally accepts the offer of employment in writing, and this has been confirmed to the client by the Agency, upon this
the Agency will render an invoice to the Client for its fees.

3.3 The Agency reserves the right to charge interest on invoiced amounts unpaid for more than 14 days at the rate
of 8% per annum above the base rate from time to time of Barclays Bank from the due date until the date of actual
payment. Please note all accounts beyond our credit terms will be passed to our debt collection agency. All accounts,
without exception, will be subject to a surcharge of 15% plus VAT to cover our costs in recovery. These accounts will
also be subject to any legal costs incurred in obtaining settlement.

3.4 The Introduction Fee calculated in accordance with clause 3.5 below is payable if the Client Engages the
Candidate within the period of 12 calendar months from the date of (a) the Introduction, (b) the Clients withdrawal of an
offer of Engagement or (c) the Candidate’s rejection of an offer of an Engagement, (whichever is the later).

3.5. The Introduction Fee is calculated in accordance with the attached Assignment Schedule based on the
Remuneration applicable during the first 12 months of the Engagement. The Agency will charge VAT on the fee where
applicable.

3.6. The Agency non-discounted Introduction fee is calculated as a percentage of the Candidate’s Remuneration
applicable during the first 12 months of the Engagement. The Agency will charge VAT on the fee where applicable.

Candidate’s Remuneration Percentage payable as the Fee

£0 to £120,000 20%

£120,000 to £200,000 22.5%

£200,000 and above 25%

3.7. In such cases that a discount to the fee structure is agreed between the Agency and the Client, the Agency
reserves the right to revert to the full non-discounted fee, as set out in clause 3.6, should the client not pay the Agency's
fee within the agreed time agreed from the date of invoice.

4. CREDIT ON ACCOUNT

4.1. In order to qualify for the following credit on account, the Client must pay the Agency’s fee within the agreed time
agreed from the date of invoice and must notify the Agency in writing of the termination of the Engagement within 7 days
of its termination.

4.2. If the Engagement terminates before the expiry of 10 weeks from the commencement of the Engagement (except
where the Applicant is made redundant) a credit on account of 10% will be allowed against the Agency’s fee for each
complete week of the initial 10-week period not worked by the Applicant.
4.3. Should the Client or any subsidiary or associated Agency of the Client subsequently engage or re-engage the
Applicant within the period of 12 calendar months from the date of termination of the Engagement or withdrawal of the
offer, a full fee calculated in accordance with clause 3.6 above becomes payable, with no entitlement to a credit on
account.

5. CANCELLATION FEE

5.1. If, after an offer of Engagement has been made to the Applicant, the Client decides for any reason to withdraw it,
the Client shall be liable to pay the Agency a minimum fee of 5% of the annual Remuneration.

6. INTRODUCTIONS

6.1. Introductions of Applicants are confidential. The disclosure by the Client to a third party of any details regarding an
Applicant introduced by the Agency which results in an Engagement with that third party within 12 months of the
Introduction renders the Client liable to payment of the Agency’s fee as set out in clause 3.6 with no entitlement to a
credit on account.

6.2. An introduction fee calculated in accordance with clause 3.6 will be charged in relation to any Applicant engaged
as a consequence of or resulting from an introduction by or through the Agency, whether direct or indirect, within 12
months from the date of the Agency’s Introduction.

6.3. Where the actual Remuneration is not known, the Agency will charge an Introduction Fee calculated in accordance
with clause 3.6 based on its determination of the Remunerations taking into account the market rate level of
remuneration applicable for the position in which the candidate has been Engaged and with regard to any information
supplied by the Agency by the Client and/or comparable positions in the market generally.

6.4. In the event that any employee of the Agency with whom the Client has had personal dealings accepts an
Engagement with the Client within 3 months of leaving the Agency’s employment, the Client shall be liable to pay an
introduction fee to the Agency in accordance with clause 3.6.

7. CLIENT OBLIGATIONS

7.1. To enable the Employment Agency to comply with its obligations under the Conduct Regulations the Client
undertakes to provide to the Employment Agency details of the position which the Client seeks fit to fill, including the
following;

7.2. The type of work that the person would be required to do;

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

7.4. Client shall satisfy itself as to the suitability of the Candidate. Client is responsible for obtaining work permits
and/or such other permission to work as may be required, for the arrangement of medical examinations and/or
investigations into the medical history of any Candidate, for criminal records and/or background checks and for
satisfying other requirements, qualifications or permission required by the law and regulations of the country in which
the Candidate is engaged to work.

8. SUITABILITY AND REFERENCES

8.1. The Agency endeavours to ensure the suitability of any Applicant introduced to the Client. Notwithstanding this the
Client shall satisfy itself as to the suitability of the Applicant and the Client shall take up any references provided by the
Applicant to it or the Agency before engaging such Applicant. The Client shall be responsible for obtaining work and
other permits if required, for the arrangement of medical examinations and/or investigations into the medical history of
any Applicant, and satisfying any medical and other requirements or qualifications required by law of the country in
which the Applicant is engaged to work.
9. LIABILITY

9.1. The Agency shall not be liable under any circumstances for any loss, expense, damage, delay, costs or
compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or
in any way connected with the Agency seeking an Applicant for the Client or from the Introduction to or Engagement of
any Applicant by the Client or from the failure of the Agency to introduce any Applicant. For the avoidance of doubt, the
Agency does not exclude liability for death or personal injury arising from its own negligence.

10. DATA PROTECTION

10.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in
addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

10.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Agency is a Data Controller
and the Client is a Data Controller.

11. LAW

11.1. These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the
Courts of England & Wales.