2XR TALENT SOLUTIONS

A trading style of RTJM Digital International Limited

Terms and Conditions of Business – Executive Search Services

Version 2.0 | April 2026

1. Parties and Interpretation

1.1 These Terms and Conditions of Business ("Terms") govern the relationship between 2XR Talent Solutions, a trading style of RTJM Digital International Limited (a company registered in England and Wales) ("the Company", "we" or "us") and the client engaging our services ("the Client").

1.2 These Terms apply to all executive search services provided by the Company and supersede any previous terms issued. By engaging the Company, the Client accepts these Terms in full.

1.3 In these Terms, the following definitions apply:

• "Candidate" means any individual introduced by the Company to the Client whether as part of a retained search or by CV submission.

• "Engagement" means any employment, contract, consultancy, or other working arrangement between the Client and a Candidate.

• "Introduction" means the first time the Company submits a Candidate's details to the Client, whether verbally or in writing.

• "Salary" means the Candidate’s basic annual base salary in the first year of employment, excluding bonuses, commission, car allowances, benefits in kind, equity, pension contributions, and any other variable or supplementary remuneration.

2. Services

2.1 The Company provides executive search services including candidate sourcing, market mapping, CV submission, shortlisting, and interview facilitation for senior and C-suite level positions.

2.2 Where instructed on a retained basis, the Company shall conduct a thorough, exclusive search. Where CVs are submitted outside a retained engagement ("contingent submission"), Clause 4 applies.

2.3 The Company reserves the right to decline any instruction that conflicts with an existing assignment or that it considers inappropriate for any reason.

3. Fees

3.1 Fee Structure

The Company’s fee for a successful placement is 25% of the Candidate’s basic annual base salary in the first year of employment. For the avoidance of doubt, the fee is calculated on base salary only and excludes bonuses, commission, car allowances, benefits in kind, equity, pension contributions, or any other variable or supplementary elements of remuneration. The base salary figure will be confirmed in writing at the point of offer.

3.2 Payment Stages – Retained Search

Fees for retained searches are payable in three stages:

• Stage 1 – Retainer (on commencement): One quarter (1/4) of the projected total fee, payable before the search commences. This is non-refundable and covers the Company’s initial research, market mapping, and candidate sourcing.

• Stage 2 – Shortlist Fee: A further one quarter (1/4) of the projected total fee, payable upon the Client’s written acceptance of the candidate shortlist.

• Stage 3 – Completion Fee: The remaining half (1/2) of the total fee (adjusted to reflect the actual salary offered) is payable upon the Candidate’s written resignation from their current position, or upon the Candidate’s start date, whichever occurs first.

3.3 Expenses

Out-of-pocket expenses reasonably incurred by the Company (including, but not limited to, travel, advertising, psychometric testing, and background screening fees) will be invoiced separately and are payable within 14 days of invoice. Expenses exceeding £500 will be agreed in advance with the Client.

3.4 VAT

All fees are exclusive of VAT, which will be charged at the prevailing rate where applicable.

4. CV Submission and Candidate Ownership

4.1 Where the Company submits a Candidate’s CV to the Client outside of a retained search assignment, the Company asserts ownership of that Introduction.

4.2 If the Client engages the Candidate in any capacity (including employment, contract, consultancy, non-executive directorship, or via any associated, subsidiary, or holding company of the Client, as defined in section 1159 of the Companies Act 2006) within 12 months of the date of Introduction, the full fee of 25% of first-year Salary becomes due.

4.3 The Client must notify the Company immediately upon becoming aware that they intend to engage, or have engaged, a Candidate introduced by the Company.

4.4 Where the Client is aware that a Candidate has previously been introduced by the Company, the Client must inform the Company before engaging that Candidate, even if the current approach was made independently.

5. Placement Guarantee

5.1 The Company offers a 12-week (84-day) replacement guarantee on retained placements. If a placed Candidate leaves or is dismissed for cause within 12 weeks of their confirmed start date, the Company will conduct one replacement search at no additional professional fee.

5.2 The guarantee is conditional upon:

• All invoices having been paid in full by their due dates;

• The Client notifying the Company in writing within 5 business days of the Candidate’s departure;

• The role remaining materially the same as originally briefed;

• The Client having provided reasonable onboarding support and employment conditions.

5.3 The guarantee does not apply where the Candidate’s departure results from redundancy, a material change in the role, a business restructuring, or any conduct or omission by the Client.

5.4 The guarantee applies to one replacement only. Expenses incurred in the replacement search are payable by the Client.

6. Payment Terms

6.1 All invoices are issued in British Pounds Sterling (GBP) and are due and payable within 30 days of invoice date unless otherwise agreed in writing.

6.2 The Client is responsible for any costs associated with currency conversion or international bank transfer charges.

6.3 The Company reserves the right to charge interest on overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, at the statutory rate of 8% above the Bank of England base rate, together with fixed-sum compensation as prescribed by that Act.

6.4 Where invoices remain unpaid beyond 60 days, the Company may suspend all ongoing services and shall be under no obligation to provide any replacement guarantee until all sums are settled in full.

6.5 The Company reserves the right to pass overdue accounts to a debt recovery agency. The Client agrees to bear all reasonable costs of such recovery.

7. Exclusivity

7.1 Retained search assignments are conducted on an exclusive basis. The Client agrees not to engage other external recruiters or internal teams to source candidates for the same role during the search period without the Company’s prior written consent.

7.2 Exclusivity applies for the duration of the active search, unless otherwise agreed in writing.

8. Client Responsibilities

The Client agrees to:

• Provide accurate, complete, and timely information regarding the role, organisational context, reporting lines, compensation, and hiring criteria;

• Inform the Company promptly of any material changes in requirements, organisational structure, or decision-making;

• Provide timely feedback on submitted candidates and interviews;

• Conduct all hiring processes in compliance with applicable employment, equality, and anti-discrimination laws;

• Not discriminate in the engagement of Candidates on grounds of race, sex, religion, age, disability, sexual orientation, gender reassignment, or any other protected characteristic under the Equality Act 2010.

9. Confidentiality

9.1 Both parties agree to maintain strict confidentiality regarding all information exchanged during the engagement. This includes, but is not limited to, Candidate identities and personal data, compensation details, the Client’s business strategy, and the terms of this agreement.

9.2 Confidentiality obligations survive the termination of this agreement for a period of 3 years.

9.3 Neither party shall disclose the other’s confidential information to any third party except as required by law, regulatory obligation, or with the prior written consent of the other party.

10. Data Protection

10.1 Both parties agree to comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

10.2 Each party acts as an independent Controller in respect of personal data it processes. Neither party acts as a Processor on behalf of the other.

10.3 The Company shall process Candidate personal data only for the purposes of providing executive search services. Candidates’ personal data will not be shared with the Client without the Candidate’s knowledge and, where required by law, consent.

10.4 Each party agrees to implement appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or destruction.

10.5 Each party shall indemnify the other against any liabilities, costs, and penalties arising from that party’s breach of applicable data protection law.

11. Non-Solicitation

11.1 The Client agrees not to directly or indirectly solicit, approach, or seek to engage any Candidate introduced by the Company other than through the process governed by these Terms, for a period of 12 months from the date of Introduction.

11.2 In the event of a breach of this clause, the full placement fee of 25% of the Candidate’s first-year Salary shall become immediately due and payable, regardless of whether an Engagement is ultimately completed.

12. Limitation of Liability

12.1 The Company does not guarantee the performance, suitability, or continued employment of any Candidate introduced.

12.2 The Company’s aggregate liability to the Client in connection with any engagement shall not exceed the fees actually paid by the Client to the Company in respect of that specific search assignment.

12.3 The Company shall not be liable for any indirect, consequential, special, or incidental losses, including loss of profits, loss of business, or loss of anticipated savings, howsoever arising.

12.4 Nothing in these Terms limits or excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot be excluded by law.

13. Indemnity

The Client agrees to indemnify the Company against any claims, costs, losses, or liabilities arising from: (a) the Client’s breach of these Terms; (b) the Client’s failure to comply with applicable employment or anti-discrimination laws in respect of any Candidate; or (c) any misrepresentation made by the Client to the Company.

14. Termination

14.1 Either party may terminate a retained search agreement by providing two months’ written notice.

14.2 Upon termination, all fees due for services rendered up to the date of termination become immediately payable, including all Stage 1 and Stage 2 payments already invoiced. The non-refundable retainer (Stage 1) is retained in full.

14.3 If, following termination, the Client engages any Candidate introduced by the Company during the search period, the full placement fee shall remain payable in accordance with Clause 4.

15. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, pandemic, government action, or failure of third-party infrastructure. The affected party must notify the other promptly and use reasonable endeavours to resume performance.

16. Amendments

16.1 The Company reserves the right to amend these Terms at any time. Clients will be notified in writing of any material changes, which will take effect 30 days after notification or on the commencement of the next assignment, whichever is later.

16.2 No variation to these Terms shall be binding unless agreed in writing and signed by an authorised representative of the Company.

17. Dispute Resolution

17.1 In the event of a dispute, the parties shall first attempt to resolve the matter through good faith negotiation. If unresolved within 30 days, the dispute shall be referred to mediation under the CEDR (Centre for Effective Dispute Resolution) Model Mediation Procedure.

17.2 If mediation fails to resolve the dispute within 60 days of appointment of a mediator, either party may refer the matter to binding arbitration in accordance with the rules of the London Court of International Arbitration (LCIA).

18. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (whether contractual or non-contractual) shall be governed by and construed in accordance with the laws of England and Wales. Subject to Clause 17, the parties submit to the exclusive jurisdiction of the courts of England and Wales.

19. Entire Agreement

These Terms constitute the entire agreement between the parties in relation to their subject matter and supersede all prior representations, agreements, and understandings. Each party acknowledges that it has not relied on any representation not expressly set out in these Terms.

20. Acceptance

By engaging the Company (whether by signing a search brief, paying a retainer, or otherwise instructing the Company to commence services), the Client confirms acceptance of these Terms in full.

2XR Talent Solutions is a trading style of RTJM Digital International Limited.