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This agreement is between: 

Cipher Cyber Limited (No: 13858605) at 3rd Floor, 207 Regent Street, London, W1B 3HH, United Kingdom, and the Client. 

Whereas this agreement (the "Agreement”) constitutes the entire agreement between Cipher Cyber Limited and the Client and shall govern all business between them. 

1 Definitions 

1.1 In this Exclusive Agreement the following definitions apply: 

Appointment: means employment or engagement by the Client of a Candidate Introduced by Cipher Cyber, whether on a, permanent, temporary, full-time, part-time or any other basis and whether directly, indirectly or via an associated company or third party.
Candidate: means the individual, partnership, corporate entity or any other person Introduced by Cipher Cyber to the Client.
Client: means the company, firm, corporate entity or person to whom an Introduction is made by Cipher Cyber.
Compensation: means the actual or anticipated gross compensation to be paid to the Candidate by the Client as remuneration for the first year of the Appointment, including but not limited to salary, bonus (whether guaranteed or variable), travel or relocation allowance, subsidised accommodation and any and all taxable emoluments.
Division / Team: means the division / team these terms are agreed on behalf of within Cipher Cyber as indicated in the top left corner of this page.
“Exclusive/Exclusively/Exclusivity Agreement”; means the Client engages exclusively with Cipher Cyber and shall not during the ongoing Exclusive Agreement after providing Cipher Cyber with a job specification, accept services from any other third-party agencies during this time frame. 
Fee: means the fee payable for the provision of Cipher Cyber’s services, as detailed in clause 4.
Introduction: means the communicating (through whatever medium) of a Candidate’s CV, a long or short list of Candidates and/or details of a Candidate by Cipher Cyber to the Client or any other verbal or written communication between Cipher Cyber and the Client that enables the Candidate to be identified. 
“Introduction” and “Introduce” shall be construed accordingly.
Placement: means a position or role to which a Candidate may be or is appointed on a permanent or fixed term basis with the Client.
Retained Search: means where Cipher Cyber is instructed, on an exclusive basis (i.e. to the exclusion of all other recruitment agencies) to source Candidates for a Placement. Retained Searches will be agreed between the Client and Cipher Cyber on a case-by-case basis. 


2 Agreement 

2.1 This Agreement is effective from the date of an Introduction and shall remain in force unless terminated by either party upon giving no less than thirty (30) days written notice. The Client is deemed to have accepted this Agreement by virtue of an Introduction, an Appointment or the passing of any information about a Candidate to any third party following an Introduction. 

2.2 Cipher Cyber is acting as an employment agency. Cipher Cyber will Introduce Candidates for permanent Appointment. Should an Appointment take place within twelve (12) months from the date of an Introduction the Client will pay the Fee to Cipher Cyber. 

2.3 Introductions are strictly confidential. The provision of any information relating to a Candidate by the Client to any third party resulting in an Appointment by any third party will render the Client liable to pay the Fee. 

3 Obligations 

3.1 Cipher Cyber shall use reasonable skill and care in the sourcing and Introduction of Candidates to the Client. 

3.2 Cipher Cyber will make reasonable efforts to ensure that a Candidate has the necessary experience to be able to work in the position for the Placement. However, Cipher Cyber provides an introductory service only and makes no warranty as to the suitability of any Candidate for a particular position. It is the Client’s responsibility to satisfy themselves as to the suitability of any candidate prior to an Appointment. The Client is responsible for reference checking, arranging any required medical examinations, for obtaining any required work permits or other required authorisations and for satisfying any statutory or legal requirements pertaining to an Appointment. 

3.3 The Client shall provide Cipher Cyber with details of the Placement, including the anticipated Compensation, job description and any other information reasonably necessary to enable Cipher Cyber to assess the suitability of a Candidate for that Placement. 

3.4 The Client authorises Cipher Cyber to advertise, as they see fit, the details of the position which the Client engages Cipher Cyber to seek to fill. 

3.5 When a Candidate or a third party provides details (whether in the form of academic or professional qualifications, professional background, experience or the like) relating to the Candidate, Cipher Cyber provides no warranty or representation as to the accuracy of such information and Cipher Cyber will not be liable to the Client for any loss (including direct loss, indirect or consequential loss, loss of profit, loss of anticipated revenue, loss of reputation or regulatory fines) or damage, nor shall Cipher Cyber bear any responsibility for any Client legal costs and expenses associated with such matters, whether arising directly or indirectly, as a result of such inaccurate or misleading information and the Client acknowledges that it is their sole responsibility and obligation undertake its own investigations to verify any information provided in respect of that Candidate and ensure that the same is accurate and correct. 

3.6 Unless otherwise notified to the contrary by the Client in writing to Cipher Cyber, the Client hereby provides Cipher Cyber with its consent to use and reproduce the Client’s name, logo and trademarks within advertising for the Placement and for Cipher Cyber’s general promotional literature (whether online or in print) provided always that /cipher Cyber shall not change or otherwise amend the Client’s name, logo or trademark without the Client’s prior written consent. Nothing in this provision shall create any rights of ownership (whether registrable or not) in favour of Cipher Cyber over the intellectual property of the Client. 

3.7 Cipher Cyber gives no representation or warranty that any Candidate is or will be willing and/or available to accept any Placement. 

3.8 The Client acknowledges that the final decision to employ or engage the Candidate rests with it. 

3.9 The Client will notify Cipher Cyber within seven (7) days if a Candidate is already known to it, whether as a result of a previous submission or interview through a source other than Cipher Cyber. The Client agrees not to directly contact any Candidate without prior approval of Cipher Cyber. 

3.10 The Client will notify Cipher Cyber if an employee of Cipher Cyber with whom the Client had dealings accepts an Appointment with the Client within twelve (12) months of leaving employment. The Client agrees to pay the Fee to Cipher Cyber in respect of such Appointment. 

4 Fees 

Standard Fees 

4.1 Cipher Cyber shall charge the Client the fees calculated as follows: Fee of 25% of Compensation. In consideration of the provision of a Candidate, the Client appoints Cipher Cyber as its exclusive supplier of Candidate's for the term of this agreement 

4.2 Cipher Cyber will invoice the Client for the Fee upon the Candidate’s start date. The Fee is exclusive of VAT. 

4.3 The Client agrees to provide Cipher Cyber with details of the Compensation as soon as an Appointment has been made. If it fails to provide these details within seven (7) days of an Appointment the Client agrees to pay an increased fee of 40% of Compensation or £15,000 (whichever is greater). 

Retained Search Fees 

4.4 Fees for Retained Searches (“Retained Fees”) only shall be calculated on the basis of the Compensation for the Placement and invoiced to the Client in two stages: 

(a) Stage 1: a 30-day refundable search fee representing 20% of the Retained Fee is payable in advance of the search commencing and or upon signature of the Agreement, whichever is the earlier; 

(i) Stage 2: a non-refundable completion fee representing the balance of the Fee payable, calculated in accordance with clause 4.1, less monies already paid pursuant to clauses 4.4(a) and (b) above, is payable within 7 days upon a candidate’s appointment by the Client, and will be adjusted to reflect the Candidate’s agreed first year's remuneration; and 

4.5 The Client agrees to provide Cipher Cyber with details of the Compensation as soon as an Appointment has been made. If it fails to provide these details within seven (7) days of an Appointment the Client agrees to pay an increased fee of 40% of Compensation or £15,000 (whichever is greater). 

Fixed Term Fees 

4.6 The Fees for fixed term placements shall be calculated against the equivalent annual full time Compensation for the fixed term role, pro-rated to the length of the fixed term placement but otherwise calculated in accordance with the provisions of clause 4.1. 

4.7 For fixed term placements, if: 

(a) a new fixed term commences within twelve (12) months from the end of the previous fixed term, and/or the original fixed term (or any subsequent fixed term) is extended, a further fee will be calculated in accordance with the provisions of clause 4.7; or 

(b) the Candidate accepts permanent employment with the Client within twelve (12) months of the end of the last fixed term, a further fee will be calculated in accordance with the provisions of clause 4.1 

4.8 The Client agrees to provide Cipher Cyber with details of the Compensation as soon as a situation outlined in clauses 4.8(a) or 4.8(b) occurs. If it fails to provide these details within seven (7) days the Client agrees to pay an increased fee of 40% of Compensation or £14,000 (whichever is greater). 

5 Payment 

5.1 The Client will pay Cipher Cyber’s invoice within fourteen (14) days from the date of invoice. 

5.2 Cipher Cyber will charge interest on invoiced amounts unpaid after the due date at the rate of 10% per annum. The Client will bear any legal costs or other expenses incurred by the Cipher Cyber as a result of non-payment or late payment of an invoice and Cipher Cyber reserves the right to charge forex for currency fluctuations in the event of late payments. 

5.3 The Client will provide Cipher Cyber with the relevant invoicing address on the date of Appointment. The Client will not make any deduction or withhold taxes from any payment to Cipher Cyber. If the Client demonstrates to Cipher Cyber with absolute satisfaction that it is required by law to withhold taxes from a payment the Client may make those withholdings. However, the Client must give Cipher Cyber a receipt for each payment and increase its payment to Cipher Cyber by the amount necessary to ensure Cipher Cyber receives the full amount which it would have received if no withholding had been made. 

5.4 If an appointment is terminated within four (4) weeks of the Candidate’s start date Cipher Cyber may, at the Client’s discretion, use its best endeavours to find a suitable replacement Candidate as an alternative to paying a refund. Cipher Cyber may reclaim any refund paid or claim a Fee following provision of a replacement, if within twelve (12) months of the termination of an Appointment the Client re-Appoints any Candidate. 

6 Liability 

6.1 Save in respect of death or personal injury, to the extent permitted at law, Cipher Cyber will have no liability to the Client for any injury, loss, damage, expense or delay incurred by the Client arising directly or indirectly from this Agreement or from any.

7 Appointment

7 Confidentiality and Data Protection 

7.1 Each Party will hold information of the other that can be reasonably regarded as being confidential or is notified as being so by the disclosing Party, in confidence and will not disclose such information without the consent of the other Party unless required by law or a court of competent jurisdiction, or it has already been made available to the public other than through a breach of this clause. Any CVs or details of the Candidate provided to the Client by Cipher Cyber shall remain the confidential information of Cipher Cyber. 

7.2 Both Parties shall comply with its obligations in respect of the privacy of data as more particularly set out in the Data Protection Act 2018, UK GDP and the EU General Data Protection Regulations as amended from time to time and the Privacy and Electronic Communications Regulations 2003. The Client shall indemnify Cipher Cyber against all liabilities, costs, expenses, damages and direct losses and all interest, penalties and reasonable legal and professional costs and expenses suffered or incurred by Cipher Cyber arising out of or in connection with any third-party claims (including those of Candidates) caused by the misuse of a Candidate’s personal data by the Client, or the employees, directors, agents or contractors of each. 

8 General 

8.1 In this Agreement references to the singular include the plural and vice versa. Headings are for convenience only and do not affect interpretation. 

8.2 In the event of a conflict between these Terms and any other agreement, the former shall prevail. No variation or alteration to these Terms shall be valid unless the details of such variation are set out in writing and signed by the Client and Cipher Cyber. 

8.3 If a Party is prevented in the performance of its obligations under this Terms and Conditions by circumstances that are beyond the control of that Party (acting reasonably) then that Party will not be liable for what would otherwise have been a breach of its obligations under these Terms and Conditions. 

8.4 A person who is not a Party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to benefit from or enforce any term of these Terms and Conditions. 

8.5 Neither Party shall be liable to the other under or in connection with these Terms and Conditions or any contract made upon them for any indirect or consequential loss, loss of profits, loss of business, loss of revenue loss of anticipated savings, loss of reputation or regulatory fines. Nothing in these Terms and Conditions limits any warranty, exclusion or limitation of liability or right imposed by statute or regulation to the extent that it cannot lawfully be excluded or limited. 

8.6 English law shall apply to this Agreement and disputes arising from it are subject to the exclusive jurisdiction of the courts of England and Wales. 

Terms of Business

Terms of Business

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