1. Scope and application of these Terms
These terms of business (these Terms) apply as between: (i) JW Markets Ltd (incorporated and registered in England and Wales with company number 13603911) (JWM); and (ii) any Client, in relation to all Introductions.

2. Obligations of JWM
2.1 From time to time the Client may request that JWM makes Introductions. If JWM has agreed to the Client’s request in writing JWM shall use reasonable endeavours to make Introductions to such Client.

2.2 JWM shall use its reasonable endeavours to only Introduce to Clients, Candidates who JWM reasonably considers to meet the minimum criteria notified by the Client to JWM in writing under clause 3.2 for the relevant role. Such endeavours shall involve JWM holding detailed discussions with such potential Candidates and carrying out such reasonable pre-screening checks as the Client and JWM agree from time to time shall be carried out in relation to such Candidates.

2.3 JWM cannot guarantee to find a suitable person for any role and accepts no responsibility in respect of the accuracy or reliability of information gleaned from any pre-screening checks carried out under clause 2.2, any statements made or references given by third parties in relation to Candidates, or any other matters outside JWM’s knowledge. The Client must satisfy itself as to the suitability of the Candidate.

3. Client obligations
3.1 The Client shall satisfy itself as to the suitability of the Candidate. The 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.

3.2 To enable JWM to comply with its obligations under clause 2, the Client undertakes to provide to JWM: (a) details of the position which the Client seeks to fill, including the type of work that the Candidate would be required to do; (b) the location and hours of work; (c) the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or regulation or any professional body for the Candidate to possess in order to work in the position; and (d) any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks.

3.3 The Client agrees to provide details of the date the Client requires the Candidate to commence work, the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered; the intervals of payment of remuneration and the length of notice that the Candidate would be entitled to give and receive to terminate the employment or engagement with the Client.

3.4 The Client agrees that it shall inform JWM of any information it has that suggests it would be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the position which the Client seeks to fill.

3.5 The Client agrees to: (a) notify JWM as soon as possible (and in any event, no later than 7 days from the date of offer or from the date the Engagement takes effect; whichever is earlier) of any offer of an Engagement which it makes to the Candidate; and (b) notify JWM immediately when its offer of an Engagement to the Candidate has been accepted and to provide complete and accurate details of the Candidate's Year 1 Remuneration to JWM; and (c) pay to JWM the Fees in respect of that Candidate within the period set out under (or referred to in) and otherwise in accordance with clause 4.

3.6 Following Engagement, the Client shall promptly notify JWM in writing within 5 business days of any changes to the services expected to be provided by the Candidate to the Client or of any increase in compensation outside of typical career progression. Such changes in service include modifications to the time committed by the Candidate to the Client over a given period of time, assuming additional responsibility outside of typical career progression, and/or the provision of additional services.

3.7 If the Client refuses or is unable to provide essential information necessary for the determination of the fee due to JWM, including but not limited to compensation details, JWM reserves the right to estimate the Fee based on industry standards, market research, or comparable roles. The estimated fee shall be calculated in good faith and using reasonable judgment by JWM. The Client acknowledges that the estimation may vary depending on the available information and market conditions. The Client agrees to accept the estimated fee as determined by JWM in such circumstances, provided that the estimation is made in accordance with generally accepted industry practices and is based on objective criteria. JWM shall promptly notify the Client of the estimated fee and provide justification for the estimation upon request. The Client shall make payment of any estimated fee in accordance with the terms of this Agreement.

3.8 The Client shall not, and shall not seek to cause JWM to, unlawfully discriminate in relation to the services provided by JWM to the Client in connection with these Terms and shall disclose any and all information requested by JWM in the event a Candidate makes a complaint to JWM.

3.9 The Client warrants that it will not, and shall procure that its employees and agents will not, without the prior written consent of JWM, pass any information concerning a Candidate to any Third Party. The Client acknowledges that Introductions of Candidates are confidential and that failure to comply with this clause 3.9 may cause JWM to breach the Conduct Regulations and/or the Data Protection Legislation and accordingly, the Client agrees to indemnify JWM from any and all liability in connection with the Client's breach of this clause 3.9.

4. Fees
4.1 The Client agrees to pay JWM the Fees where it or any Third Party Engages, whether directly or indirectly, any Candidate.

4.2 In the event of an increase in compensation outside of typical career progression or any subsequent Engagement by the Client that, if reflected in Year 1 Compensation, would have otherwise resulted in an increased Fee, the Client agrees to pay an additional fee. This additional fee shall be equivalent to the excess of the recalculated Fee over the initial Fee paid. The recalculated Fee is based on a recalculation of Year 1 Compensation for the year following the relevant increase in compensation or any subsequent Engagement.

4.3 Where the Engagement of a Candidate by the Client is agreed by JWM as a temporary hire prior to Engagement, JWM shall invoice the Client for the relevant minimum fee on Engagement, and raise balancing invoices at the start of each quarter in respect of the period for which the Candidate is Engaged, determined by reference to the Year 1 Remuneration accruing in that quarter only and the agreed rate of commission. Balancing invoices will continue until all four quarters of the Year 1 Remuneration period have been invoiced, or earlier if evidence of termination of the engagement is provided. JWM shall repay any excess amounts paid by the Client within 7 days of receipt of evidence of termination.

4.4 JWM may invoice the Client for Fees due at any time after an Engagement. Invoices are payable in accordance with any Search Schedule or other agreement in writing between JWM and the Client from time to time, or in the absence of any such written agreement, within 7 days of the date of the invoice. Any discounts are dependent on the Client settling invoices in line with the agreed terms.

4.5 Charges incurred by JWM at the Client's written request in respect of advertising, interviewing (including travel, accommodation, subsistence and incidental expenses) or any other matters will be charged to the Client in addition to the fee and such charges will be payable whether or not the Candidate is Engaged.

4.6 Where applicable, JWM shall charge VAT to the Client, at the prevailing rate, after JWM has provided the Client with a VAT invoice.

4.7 If the Client fails to make a payment due to JWM under these Terms by the due date, then the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day, as set out within UK late payment legislation as a statutory right, being 8% a year above the Bank of England's base rate from time to time. Debt recovery costs will also be applicable.

4.8 All Fees are payable in pounds sterling and the Client acknowledges that it has no right to set-off, withhold or deduct monies from sums due to JWM under or in connection with these Terms. No refunds or rebates of the Fees are payable by JWM to the Client.

4.9 Unless agreed in writing elsewhere (e.g. within the Search Schedule) then, in relation to each Candidate Engaged, the Fee shall be the amount equal to whichever is the higher of: (i) £12,500 (Minimum Fee); and (ii) 25% of the value in pounds sterling of the Candidate's Year 1 Remuneration.

5. Liability and Indemnity
5.1 JWM shall use reasonable endeavours in accordance with clause 2.2 to ensure the Candidate has the required standard of skill, experience and necessary qualifications as notified by the Client to JWM under clause 3.2 in relation to the relevant role; nevertheless, JWM is not liable for any loss, expense, damage or delay arising from and in connection with any failure on the part of JWM or of the Candidate to evidence such to the Client nor for any negligence whether wilful or otherwise, dishonesty, fraud, acts or omissions, misconduct or lack of skill, experience or qualifications of the Candidate.

5.2 Subject to clause 5.3, JWM is not liable for any indirect or consequential losses or damage including but not limited to; loss of profits, revenue, goodwill, anticipated savings or for claims by third parties arising out of JWM's performance or failure to perform any of its obligations in these Terms.

5.3 Nothing in these Terms will be deemed to exclude or limit any liability of JWM to the Client for personal injury or death caused by JWM’s negligence.

5.4 JWM shall not be liable for failure to perform its obligations under these Terms if such failure results by reason of any cause beyond its reasonable control.

5.5 The Client will indemnify and keep indemnified JWM against any costs (including legal costs), claims or liabilities incurred by JWM arising out of or in connection with these Terms including (without limitation) as a result of: (a) any breach of these Terms by the Client; (b) any breach by the Client or any of its Associates, or any of their respective officers, employees, consultants or agents, of any applicable laws (including, without limitation, any laws prohibiting or restricting discrimination or other inequality of opportunity, immigration legislation, the Conduct Regulations and the Data Protection Legislation); or (c) any unauthorised disclosure of a Candidate’s details by the Client or any of its Associates, or any of their respective officers, employees, consultants or agents.

5.6 Subject to clause 5.3, the total aggregate liability of JWM arising out of or in connection with these Terms is limited to £10,000.

6. Term, Termination and Consequences of Termination
6.1 These Terms shall be deemed to be accepted by the Client, and shall commence, on the Acceptance Date and shall continue from that date, unless terminated earlier in accordance with clause 6.2, until either party gives to the other party 20 Business Days’ notice to terminate.

6.2 Without affecting any other right or remedy available to it, either party (the First Party) may terminate these Terms with immediate effect by giving written notice to the other party (the Second Party) if the Second Party commits a material breach of these Terms and (if such a breach is remediable) fails to remedy that breach within 15 Business Days of receipt of notice in writing to do so.

6.3 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms shall remain in full force and effect including clauses 01, 2.3, 3.9, 4, 5, this clause 6.3 and clauses 7, 9 and 10. Termination or expiry of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination or expiry.

7. Confidentiality
7.1 Each party undertakes that it shall not at any time during the term of these Terms, and for a period of five years after termination of these Terms, disclose to any person, or use for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms, any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 7.2 or clause 7.3. Any curriculum vitae or other details of a Candidate provided by JWM to the Client is the confidential information of JWM.

7.2 Each party may disclose the other party's confidential information: (a) to its employees, officers, representatives, consultants or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with these Terms. Each party shall ensure that its employees, officers, representatives, consultants or advisers to whom it discloses the other party's confidential information comply with this clause 7; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority (including, without limitation, any relevant securities exchange).

7.3 JWM shall be permitted to disclose confidential information of the Client to Candidates in accordance with any disclosure/communications plan agreed with the Client. Following an Engagement, and unless the Client requests otherwise, JWM shall be entitled to include Client’s name and logo as a client of JWM on its website, through social media channels and in other marketing materials promoting JWM’s search services, which may include details of a specific role where JWM has made a successful Introduction which led to an Engagement.

8. Data protection
8.1 The following definitions apply in this clause 8: (a) Agreed Purposes: the purposes of Introducing Candidates; (b) Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation; (c) Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426); (d) UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018; (e) Permitted Recipients: the parties, the employees of each party and any third parties engaged to perform obligations in connection with these Terms; (f) Shared Personal Data: the personal data to be shared between the parties under these Terms. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject: personal data relating to Candidates or the officers or employees of a party.

8.2 This clause 8 sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation.

8.3 Each party shall: (a) ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes; (b) give full information to any data subject whose personal data may be processed under these Terms of the nature of such processing. This includes giving notice that, on the termination of these Terms, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees; (c) process the Shared Personal Data only for the Agreed Purposes; (d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients; (e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by these Terms; (f) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and (g) not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

8.4 Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall: (a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data; (b) promptly inform the other party about the receipt of any data subject access request; (c) provide the other party with reasonable assistance in complying with any data subject access request; (d) not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible; (e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation; (g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of these Terms unless required by law to store the personal data; and (h) maintain complete and accurate records and information to demonstrate its compliance with this clause 8.

9. General
9.1 JWM shall not, directly or indirectly, for a period of three years after the Engagement of a Candidate by the Client as an executive director on the Client’s board of directors (Prohibited Executive), and provided the Client has paid the Fees to JWM in accordance with these Terms in respect of such Engagement, solicit or entice away or attempt to entice away, any Prohibited Executive.

9.2 Neither party shall assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights