TERMS & CONDITIONS

TERMS OF BUSINESS FOR PERMANENT RECRUITMENT AND EXECUTIVE SEARCH

These Terms govern the introduction and recruitment of permanent employees, fixed-term employees and senior executives by Nighthawk Executive Search. They are intended for corporate and regulated financial-services clients.

The commercial terms for each assignment appear in the Engagement Letter or, if none is agreed, in the Commercial Schedule at the end of this document.

DOCUMENT SUMMARY

Services: Permanent recruitment, fixed-term recruitment and retained executive search

Standard contingent fee: 30 percent of Total Remuneration

Retained search fee: 30 percent of Total Remuneration, payable in three stages

Payment: 30 days from invoice

Introduction period: 12 months from the latest relevant candidate activity

Guarantee: Sliding rebate for qualifying contingent placements during the first 12 weeks

DEFINITIONS
Candidate means any person whose identity, profile, curriculum vitae or availability is communicated by Nighthawk to the Client, whether orally, in writing or through an interview or meeting.

Client means the organisation receiving an Introduction and includes its parent company, subsidiaries, associated companies and any person or organisation to which it passes Candidate information.

Engagement means the employment, appointment or use of a Candidate by the Client or another person, whether permanent, fixed term, interim, consultancy, direct, indirect, through a personal service company or in any other capacity.

Engagement Letter means a written assignment brief, proposal, statement of work or email that records assignment-specific commercial terms agreed by Nighthawk and the Client.

Introduction means the provision of information that identifies a Candidate, the arrangement of an interview or meeting, or any communication that leads the Client to become aware of the Candidate in connection with a possible Engagement.

Total Remuneration means the Candidate's gross annual base salary or annualised fixed-term salary, plus guaranteed bonus, sign-on payment, cash allowance and any other guaranteed taxable remuneration for the first 12 months. Discretionary bonus and unquantified benefits are excluded unless the Engagement Letter states otherwise.

APPLICATION AND ACCEPTANCE
These Terms apply to every Introduction and assignment unless Nighthawk and the Client sign a separate agreement that expressly replaces them. An Engagement Letter takes priority only where it expressly varies a provision of these Terms.

The Client accepts these Terms by asking Nighthawk to begin work, requesting further information about a Candidate, interviewing or meeting a Candidate, making an offer, or engaging a Candidate following an Introduction.

A purchase order is an administrative requirement only and does not delay payment or replace these Terms. The Client's standard procurement terms do not apply unless Nighthawk expressly accepts them in writing.

NIGHTHAWK SERVICES
Nighthawk will use reasonable skill and care to identify and introduce Candidates against the information supplied by the Client. The search method, market coverage, reporting cadence and deliverables may be recorded in an Engagement Letter.

Nighthawk will take reasonable steps to confirm a Candidate's identity, experience, qualifications, availability and willingness to be considered.

Nighthawk does not warrant that information supplied by a Candidate or third party is complete or accurate and is not responsible for a Candidate's acts, omissions or performance after Engagement.

CLIENT RESPONSIBILITIES
The Client must provide accurate information about the role, duties, location, working arrangements, remuneration, required qualifications, material health and safety risks, immigration requirements and any regulatory status or approval associated with the position.

The Client is responsible for deciding whether to interview or engage a Candidate and for completing all checks required for the role. These may include identity, right to work, references, qualifications, credit, criminal record, sanctions, conflicts, regulatory status and fitness and propriety.

The Client must obtain the Candidate's consent where required and conduct checks lawfully and proportionately.

The Client must promptly tell Nighthawk about interviews, offers, acceptances, start dates, changes to remuneration and any Engagement of an introduced Candidate.

CONTINGENT RECRUITMENT FEES
Unless an Engagement Letter states otherwise, the fee for a contingent permanent or fixed-term placement is 30 percent of Total Remuneration, plus VAT.

For a fixed-term Engagement of less than 12 months, the fee is calculated on the annualised Total Remuneration.

The fee becomes due when the Candidate accepts an offer, whether the offer is written, oral, conditional or unconditional. Nighthawk may invoice on acceptance.

If remuneration increases before the Candidate starts, the fee will be adjusted accordingly.

RETAINED EXECUTIVE SEARCH
A retained search is exclusive to Nighthawk for the period stated in the Engagement Letter. Unless varied in that letter, the search fee is 30 percent of estimated Total Remuneration and is payable in three equal instalments:

• On commencement
• On delivery of the agreed shortlist
• When the preferred Candidate accepts an offer

The first two instalments reflect work performed and are non-refundable. The final instalment will be reconciled against the Candidate's actual Total Remuneration.

Advertising, assessment, travel, market mapping, external research and other agreed expenses are charged separately at cost and require the Client's prior approval where individually above GBP 500.

If the Client cancels, materially changes, suspends for more than 30 days or fills the role independently after work has begun, completed stages remain payable.

If the Client engages any Candidate identified during the search within 12 months, the outstanding balance of the full search fee becomes payable.

INTRODUCTIONS AND CANDIDATE OWNERSHIP
An Introduction is protected for 12 months from the latest of:

• The Introduction
• An interview or meeting
• The end of substantive discussions about the Candidate
• The completion of an assignment involving that Candidate

If the Client already knows a Candidate, it must notify Nighthawk in writing within five business days of the Introduction and provide reasonable evidence that it has been in active, direct recruitment discussions with that Candidate during the previous six months.

Otherwise, Nighthawk will be treated as the effective introducing party.

The fee is payable if the Client engages the Candidate in another role, delays the Engagement, engages the Candidate through another agency or entity, or passes the Candidate's details to a third party that then engages the Candidate.

The Client is responsible for the fee where an associated company or third party makes the Engagement following the Client's disclosure.

PAYMENT AND TAXES
Invoices are payable within 30 days of the invoice date, without set-off, deduction or counterclaim. Fees are exclusive of VAT and other applicable taxes.

Nighthawk may charge interest and fixed-sum compensation on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998 and recover reasonable collection costs.

Any rebate, replacement commitment or preferential fee is conditional on all invoices being paid on time.

PLACEMENT GUARANTEE
If a Candidate placed on a contingent basis leaves during the first 12 weeks of employment, Nighthawk will issue the Client with a credit note and corresponding refund of the placement fee according to the following schedule, provided the conditions below are met:

• Weeks 1 to 4: 100 percent
• Weeks 5 to 8: 50 percent
• Weeks 9 to 12: 25 percent

The refund will be paid to the Client within 14 days of Nighthawk confirming that the claim qualifies under this clause. It will be returned to the account from which the original payment was received unless otherwise agreed in writing.

The credit and refund will not be applied against future recruitment services.

To qualify, the Client must notify Nighthawk in writing within seven days of the Candidate's employment ending, and all invoices must have been paid in full and on time.

No credit or refund will apply where the Candidate's departure results from redundancy, restructuring, a change in the role or its location, a material change in remuneration or working arrangements, discrimination, ill health, death, a breach by the Client, or circumstances outside the Candidate's reasonable control.

No credit or refund applies to retained-search instalments, fixed-term appointments, contractors, internal transfers, or a Candidate whom the Client re-engages within 12 months of their departure.

For a retained search, Nighthawk will instead conduct one replacement search without an additional professional fee if the appointed Candidate leaves during the first 12 weeks, subject to the same qualifying conditions.

FINANCIAL SERVICES AND REGULATORY REQUIREMENTS
Where a role is subject to the Senior Managers and Certification Regime or another regulatory framework, Nighthawk will reasonably cooperate with the Client's lawful information requests and recruitment process.

The Client remains solely responsible for identifying the applicable regime, allocating responsibilities, assessing fitness and propriety, obtaining regulatory references, conducting criminal record and other permitted checks, and securing any FCA, PRA or overseas regulatory approval.

Nighthawk does not provide regulatory, legal, tax or immigration advice and does not warrant that a Candidate will receive or retain approval.

No Candidate should perform a regulated function until the Client has completed its approval and certification obligations.

DATA PROTECTION
Each party acts as an independent controller of personal data it processes under these Terms and must comply with the UK GDPR, the Data Protection Act 2018 and other applicable data protection law.

Nighthawk will share Candidate information for recruitment purposes where it has a lawful basis to do so.

The Client must use Candidate information only to assess and administer a possible Engagement, restrict access to people who need it, maintain appropriate security and delete or return information when it is no longer required.

The Client must not use Candidate information for marketing or disclose it outside its group except to professional advisers, screening providers and regulators with a lawful need to receive it.

Each party must notify the other without undue delay of a personal data breach that may materially affect the other party or a Candidate and must reasonably cooperate with regulatory enquiries and data-subject requests.

CONFIDENTIALITY
Each party must keep confidential all non-public commercial, technical, candidate and business information received from the other and may use it only for the recruitment assignment.

This obligation does not apply to information that is already lawfully known, becomes public without breach, is received lawfully from another source, or must be disclosed by law or a regulator.

The Client must treat a Candidate's interest in a role and all Candidate material as confidential.

Nighthawk may identify the Client to a Candidate only to the extent reasonably required for the assignment or as agreed with the Client.

COMPLIANCE AND ETHICAL CONDUCT
Each party must comply with applicable anti-bribery, anti-corruption, sanctions, anti-fraud, modern slavery, equality and employment laws.

Neither party may offer or accept an improper payment or advantage in connection with an assignment.

Nighthawk will maintain reasonable policies and controls appropriate to its services. The Client may request proportionate evidence of compliance, subject to confidentiality and data protection obligations.

Nighthawk will promptly disclose any actual conflict of interest that could materially affect an assignment.

INFORMATION SECURITY AND BUSINESS CONTINUITY
Nighthawk will use reasonable organisational and technical measures to protect Client and Candidate information against unauthorised access, loss, alteration or disclosure.

The Client must use equivalent care when handling information supplied by Nighthawk.

Neither party may test, access or interfere with the other's systems without written authority.

Each party will maintain business-continuity arrangements proportionate to its obligations under an active assignment.

NON-SOLICITATION
During an active assignment and for six months afterwards, the Client must not knowingly solicit for employment a Nighthawk employee or consultant who materially worked on the assignment, unless responding to a general public advertisement.

If the Client engages that person, a fee equal to 30 percent of the person's first-year Total Remuneration is payable.

LIABILITY
Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability that cannot lawfully be limited.

Subject to the previous paragraph, neither party is liable for indirect or consequential loss, loss of profit, revenue, business, opportunity, anticipated savings, goodwill or reputation.

Nighthawk's total aggregate liability arising from an Introduction or assignment is limited to the professional fees paid or payable for the relevant placement or search during the 12 months before the event giving rise to the claim.

The Client is responsible for employment decisions and for supervising and managing each person it engages.

Nighthawk is not liable for a Candidate's acts, omissions, conduct, performance or decision not to accept or commence an Engagement.

TERMINATION
Either party may terminate an ongoing contingent assignment on written notice.

A retained assignment may be terminated in accordance with its Engagement Letter or, if silent, on 14 days' written notice.

Termination does not affect accrued rights, completed-stage fees, Candidate ownership, confidentiality, data protection, liability or payment obligations.

Either party may terminate immediately for:

• A material breach that is not remedied within 10 business days after written notice
• Insolvency
• Unlawful conduct connected with the assignment
• A serious information-security incident

GENERAL
Neither party may assign these Terms without the other's written consent, except that Nighthawk may assign receivables and the Client may assign to a group company that assumes all obligations in writing.

Nighthawk acts as an independent contractor and has no authority to bind the Client or a Candidate.

Notices must be sent by email to the business contact used for the assignment and are treated as received on the next business day, unless an Engagement Letter specifies another address.

A person who is not a party to these Terms has no right to enforce them under the Contracts (Rights of Third Parties) Act 1999.

If any provision is invalid or unenforceable, the remaining provisions continue in force.

A delay in exercising a right is not a waiver.

These Terms and the Engagement Letter form the entire agreement concerning the assignment and replace prior discussions or representations about it.

Changes must be agreed in writing by authorised representatives of both parties.

GOVERNING LAW AND JURISDICTION
These Terms and any non-contractual obligations arising from them are governed by the law of England and Wales.

The courts of England and Wales have exclusive jurisdiction.

Before starting proceedings, senior representatives of both parties will first attempt in good faith to resolve the dispute.

COMMERCIAL SCHEDULE

This schedule applies unless an Engagement Letter states different commercial terms. All amounts exclude VAT.

Contingent permanent fee: 30 percent of Total Remuneration

Retained executive search: 30 percent of Total Remuneration in three equal instalments

Payment period: 30 days from invoice

Introduction protection: 12 months

Contingent guarantee: 100 percent during weeks 1 to 4; 50 percent during weeks 5 to 8; 25 percent during weeks 9 to 12

Retained search guarantee: One replacement search during the first 12 weeks, subject to clause 9

Approved expenses: Charged at cost; prior approval required above GBP 500 per item

Governing law: England and Wales