Terms and Conditions of Business

1.1 Under these terms, "Introduce" shall mean the provision to the Client of information by the Company which identifies a candidate, and "Introduction" and "Introduced" shall be construed accordingly. "Introduction Date" shall mean the date on which the Company first provided the Client with information identifying the Candidate. "Engage" shall mean the employment or other engagement of a candidate by the Client as a result of any Introduction for any role at the Client, and "Engaged" or "Engagement" shall be construed accordingly. For the avoidance of doubt, a candidate shall be deemed "Engaged" from the moment they accept an offer of employment or engagement from the Client, whether such acceptance is verbal or in writing.

1.2 These terms constitute the contract between MAM Gruppe Limited, hereinafter referred to as the "Company", and the Client, and are deemed to be accepted by the Client by virtue of an Introduction to, or the Engagement of a candidate, or the passing of any material information about a candidate to any third party following an Introduction.

2.1 The Client is under obligation to notify the Company immediately if a candidate Introduced by the Company is Engaged, and must supply copies of all offers or produce written copies of any oral proposals offered to and/or accepted by any candidate Introduced to the Client by the Company no less than two (2) weeks after such offer has been made. Failure to notify within the required period shall not affect the Company's entitlement to the applicable fees, which shall remain payable.

2.2 Introduction Fee will equate to 30% of the Candidate's commencing total taxable remuneration as stated in the offer of Engagement, calculated on an annual basis (includes fixed salary, variable/bonus, and company car). Where the Client has disclosed a structured salary progression arrangement, the Introduction Fee shall be calculated on the blended annual equivalent for the first twelve (12) months of employment. In all other cases, the Introduction Fee shall be calculated solely on the remuneration package offered at the time of Engagement and the Company shall have no entitlement to recalculate fees in respect of any pay review, increase, or renegotiation occurring after the date of Engagement.

2.3 The Company reserves all rights to charge interest on any amount due and outstanding after fourteen (14) days from the date of invoicing up to and including the date of payment at a rate of 8% per annum above the Bank of England's base rate from time to time, accruing daily from the due date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

3.1 The Introduction Fee is payable if an Engagement occurs within twelve (12) months of the Company's Introduction of a Candidate. An invoice will be issued on the date the Candidate accepts an offer of Engagement, whether such acceptance is verbal or written, and payment shall be due within fourteen (14) days of the invoice date.

3.2 The Introduction Fee is payable as a single lump sum within fourteen (14) days of the date of invoice. The invoice shall be raised on the date the Candidate's written or verbal acceptance of an offer of employment or engagement is received by the Company or the Client.

3.3 If the Client or any of its staff refer a Candidate Introduced by the Company to a third party who subsequently Engages the Candidate in any capacity within twelve (12) months of the Introduction Date, the Client shall remain liable for the Introduction Fee at the prevailing rate.

3.4 A Candidate is only "known" to the Client if, within the twelve (12) months preceding the Introduction Date, the Client has either interviewed the Candidate (in person, by phone, or by video); or issued the Candidate a written rejection for a specific role.

3.5 General awareness of a Candidate (for example, via CV databases, job boards, automated applications, or direct sourcing such as LinkedIn outreach or a career site application) does not constitute the Candidate being "known" for the purposes of the preceding clauses. Unless the Client can demonstrate an interview or written rejection within the twelve (12) months preceding the Introduction Date, the Company's Introduction will be treated as the effective cause of any Engagement, and the Introduction Fee will apply.

3.6 All terms shall apply if the Candidate has accepted an offer by the Client on a temporary, permanent, or self-employed/freelance basis. The Client is liable to pay the Company the Introduction Fee equivalent to the amount chargeable in the event of permanent employment, should such a full-time Engagement of the Candidate occur within twenty-four (24) months of the conclusion of any contract, temporary, or self-employed/freelance engagement facilitated by the Company.

4.1 Should the Candidate fail to commence the Engagement, or be dismissed or leave within three (3) months of commencing the Engagement, the Company shall endeavour to replace the individual at no further cost, provided that:

   4.1.1. The Company has received payment in full of all outstanding fees on time and in accordance with the agreed payment terms;

   4.1.2 The Client did not employ or Engage the Candidate with the intention or likelihood of terminating their Engagement or employment, or dispensing with the Candidate's services without proper cause or with a view to obtaining a refund from the Company unlawfully;

   4.1.3 The Client shall have duly honoured all obligations made to the Candidate at the time of the Engagement;

   4.1.4 The Client has notified the Company within seven (7) days from the date of termination of the Engagement.

4.2 For the avoidance of doubt, the Company shall be under no obligation to provide a replacement at no further cost where termination of the Engagement arises from:

   4.2.1 The Client discontinuing an appointment or Engagement prior to the Engagement commencement date;

   4.2.2 Redundancy or reorganisation of the Client's business leading to termination of the Candidate's Engagement, provided that this exclusion shall only apply where the termination on grounds of redundancy occurs after a minimum of ninety (90) days of the Candidate's employment. Where termination on grounds of redundancy occurs within the first ninety (90) days of employment, the Company's replacement obligation shall remain in full force;

   4.2.3 The Client's material breach of the Candidate's contract of employment however caused;

   4.2.4 The Client materially changing the scope of the Candidate's role and responsibilities, acting without reasonable and proper cause, acting in a manner calculated or likely to seriously damage or destroy the relationship of trust and confidence, or making material changes to the Candidate's management, reporting lines, or organisational environment — in each case where such conduct or change gives rise to the Candidate's resignation.

4.3 In the event of replacing the individual, the Company establishes an exclusive consulting arrangement with the Client for the position for a period of six (6) months from the date on which the Company is notified to commence the replacement search.

4.4 The Company shall be deemed to have fulfilled its replacement obligation upon presenting three (3) candidate profiles to the Client that meet the agreed job scope and salary range of the position within the six (6) month replacement period. The Client must provide written feedback on each submitted profile within five (5) business days of submission. If the Client rejects all three (3) profiles without reasonable cause, or fails to provide written feedback within the required timeframe, the Company's replacement obligation shall be discharged in full.

4.5 Should the Client fill the replacement position directly using a referred candidate or direct applicant during the period of the Company's involvement on the replacement search, the Company will retain the full Introduction Fee.

4.6 Should the invoice value be higher for the replacement search, the Company will raise an invoice for the difference.

5.1 Introductions are confidential and any details of candidates are provided to the Client in the strictest confidence, with the understanding that the Client will not disclose to any third person the existence or contents of such details without the Company's prior written consent. The obligations of confidentiality under this clause shall survive termination of this agreement and shall remain in force for a period of three (3) years from the Introduction Date.

5.2 If the Client, without prior written consent of the Company, passes on any details of a candidate Introduced to the Client by the Company to a third party which subsequently employs such candidate directly or indirectly, the Client will be responsible and liable for the Introduction Fee.

6.1 Nothing in this agreement shall limit or exclude the Company's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by applicable law.

6.2 Subject to the preceding clause, the Company shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; or (g) any indirect or consequential loss.

6.3 Subject to the preceding clause, the Company's total liability to the Client shall be limited to the Introduction Fee payable under the agreement.

7.1 It is not the role of the Company to attain or check the validity of any references. The Client has sole responsibility for attaining and vetting any formal references and for arranging all medical examinations and/or other investigations of any candidate introduced by the Company.

7.2 To the fullest extent permitted by applicable law, the Company accepts no liability for any loss or damage howsoever caused to Client property, or for any loss or injury to persons arising by any means from any act or omission of any candidate.

7.3 The Client has sole responsibility for obtaining all work permit(s) and/or any other statutory or governing body permissions required for the employment of a candidate.

7.4 The Client has full responsibility to carry out any tests or assessments it sees fit to satisfy itself as to the suitability of any candidate prior to Engagement.

7.5 The Client must make all offers subject to satisfactory references, which it should take up directly and verify to its own satisfaction all statements made by or on behalf of any applicant.

8.1 Data Protection Legislation shall mean the UK General Data Protection Regulation (as retained in UK law by the European Union (Withdrawal) Act 2018) ("UK GDPR"), the Data Protection Act 2018, and any secondary legislation or guidance made thereunder, each as amended, updated, or re-enacted from time to time.

8.2 Both parties shall 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.

8.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and the Company is the data processor in respect of any personal data relating to candidates that is shared between the parties under this agreement. The terms Data Controller, Data Processor, and Personal Data shall have the meanings given to them in the UK GDPR.

8.4 The Client shall ensure that it has all necessary consents, notices, and lawful bases in place to enable the lawful transfer of Personal Data to the Company for the purposes of this agreement.

8.5 Where required by Article 28 of the UK GDPR, the parties shall enter into a Data Processing Agreement ("DPA") governing the processing of Personal Data by the Company on behalf of the Client. The Company's standard Data Processing Schedule is available upon request and, once executed by both parties, shall form part of and be incorporated into this agreement.

9.1 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 and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the agreement or its subject matter or formation.

9.2 Any variation of any term and conditions in this agreement can only be made with the written consent of both parties.

9.3 These terms and conditions comprise the entire agreement between the parties in relation to its subject matter and supersede any other previous terms of business or any other agreement by and between the parties hereto.

9.4 The Company shall have the right to assign any of its rights and/or obligations under the agreement subject to written notification to the Client.

9.5 The Client's instructions to the Company will amount to an unequivocal acceptance of all the terms and conditions in this agreement. These terms shall prevail over any terms submitted by the Client, including any purchase order, framework agreement, or standard terms of business issued by the Client, unless otherwise expressly agreed in writing and countersigned by a director of the Company.

9.6 If any provision or part-provision of this agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.

9.7 A waiver of any right or remedy under the agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

9.8 Unless it expressly states otherwise, 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.

9.9 Any notice required or permitted under this agreement shall be in writing and may be served by email to the last known email address of the relevant party, or by first class post to the registered or last known business address of the relevant party.

9.10 The Client shall notify the Company immediately upon the appointment of an administrator, liquidator, receiver, or analogous officeholder, or upon becoming aware of any threatened or actual insolvency proceedings, whether voluntary or otherwise. Upon the occurrence of any such event, all outstanding fees payable to the Company shall become immediately due and payable in full.