Standard Terms of Business (US)

CENTO PERSONNEL LIMITED – TERMS AND CONDITIONS

1. RECITALS

Cento Personnel Limited ("Cento") welcomes the opportunity to assist Clients in locating and hiring or engaging personnel to perform work for the Client ("Services"). In connection with such Services, Cento and the Client agree to the following Terms and Conditions for Placement of Permanent Personnel (the "Terms"). Client's acceptance of Referrals from Cento, interviewing of Candidates Referred by Cento, for direct or indirect employment or engagement of any such Candidates shall constitute Client's acceptance of the terms and conditions of these Terms.

These Terms are made between Cento Personnel Limited company number 06872996 and whose address is at Unit 20, The Office Village, North Road, Loughborough, Leicestershire, LE11 1QJ and 99 Hudson Street, 5th Floor, New York, 10013 and the Client.

In the event of any conflict between these Terms and any other terms and conditions relating to the placement of permanent personnel, these Terms shall prevail, unless expressly agreed otherwise in writing by Cento and the Client.

2. DEFINITIONS

"Affiliate"
means a company that is related to another company by one owning shares of the other, by common ownership, or by other means of control;

"Candidate"
means any person Introduced by Cento to be considered by the Client for Engagement;

"Client"
means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to which the Candidate is Introduced by the Agency.

"Compensation"
means the total gross compensation of the Candidate on an annual basis. This includes any amounts payable to or receivable by the Candidate as a result of the Engagement including base salary or fees, guaranteed and / or anticipated bonus and commission earnings, signing bonus, equity, whether vested or not, allowances, inducement payments, the benefit of a company car, company provided accommodation, travel allowances and all other benefits and payments, whether taxable or not, payable to or receivable by the Candidate as a result of an Engagement. Where a company car is provided, a notional amount of USD $10,000 (or local currency equivalent) will be added to the salary in order to calculate the fee;

"Controller, Data Controller, Processor, Data Processor, Data Subject, Personal Data, Processing and Appropriate Technical and Organisational Measures"
shall have the meanings set out in the definition, Data Protection Legislation in force at the time;

"CV/Resume"
For the purposes of these Terms, a CV or Resume will have the same meaning, which is, the supporting document that provides relevant Candidate information for the purposes of introducing to the Client for Position(s);

"Curriculum Vitæ"
means a written document or any other form of information which identifies the Candidate.

"Data Protection Legislation"
the UK Data Protection Legislation, European Union legislation and any applicable USA data protection laws applicable to this Agreement, relating to personal data and all other legislation and regulatory requirements in force from time to time that apply to the use of personal data (including the privacy of electronic communications).

"Engagement"
means the engagement (including the Candidate's acceptance of the Client's offer), employment or use of the Candidate by the Client (or any third party to whom the Candidate has been Introduced by the Client) on a permanent basis, whether under a contract of service or for services; under an agency, license, franchise or partnership agreement; or any other engagement; directly or through a limited company of which the Candidate is an officer or employee or other representative; and "Engage", "Engages", "Engaging" and "Engaged" shall be construed accordingly.

"Fees"
the fees payable for the Services: (i) as set out in the Commercial Terms as updated in accordance with clause 4.4 and/or (ii) in accordance with clauses 4.5 or 4.6 or 4.7 as applicable.

"Introduction/Referral"
means directly or indirectly introducing a Candidate by way of CV or Resume, interview, meeting, or referral, by telephone or otherwise, following the Client's instruction to Cento to search for a Candidate; "Introduce(s)", "Introduced", "Referred", "Refers" and Referrals" shall be construed accordingly;

"Positions"
The Client will provide Cento with all relevant information regarding the position it wishes to fill including the title, job description, experience and training required, anticipated annual compensation, other qualifications necessary, any Candidate supplied equipment needed, and known health and safety risks (each a "Position");

"Remuneration"
includes but is not limited to gross base salary or fees, guaranteed bonus and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Candidate for services rendered to or on behalf of the Client (or any third party to whom the Candidate has been introduced by the Client). Where a company car is provided by the Client, the Candidate's taxable income of the car will be added to the salary in order to calculate the Fees.

"Services"
Cento will present the Client with the resumes or CVs of Candidates for the Client's consideration to fill the Position. Based upon the Client's review and advice, Cento will make all necessary arrangements for Client to interview the Candidates it selects. Client will notify Cento once the Client determines which Candidate it will offer employment or any other Engagement. Once the Candidate accepts the Position offered, on the scheduled start date, Cento will invoice the Client for the Introduction Fee (as provided below), and any applicable taxes.

"Shared Personal Data"
Means the personal data shared between Cento and you under the Agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject: Name, CV, Work History, referee details, contact details, anything in the public domain, in each case relation to any Candidate or potential Candidate.

3. CLIENT OBLIGATIONS

3.1 Unless the Client notifies Cento in writing within forty-eight (48) hours of receiving a Candidate's Resume, Interviewing or Engaging a Candidate, or a Candidate commencing and Engagement or, providing services to the Client or, to any of its Affiliates (whichever first occurs), that:

3.1.1 the Client was in active communication directly with the Candidate for the purpose of hiring him within six (6) months prior to the Introduction and the Client provides satisfactory evidence of the same; or

3.1.2 the Candidate has been lawfully introduced in writing by another agency (possessing the Candidate's consent for such introduction) within six (6) months prior to Cento's Introduction of the same and provides satisfactory evidence, Cento will be the effective cause of introduction of that Candidate and the Introduction Fee will be charged and payable.

3.2 The Client shall notify Cento immediately in writing if a Candidate introduced by Cento is engaged by the Client or any of its Affiliates and shall supply copies of all letters of offer or reduce to writing any oral proposals offered to and/or accepted by such Candidate no more than two (2) weeks after such offer has been made.

3.3 The Client agrees to specify clearly whether Cento shall have sole responsibility for the recruitment process for any given search assignment. Receiving a Candidate's Resume, interviewing or Engaging a Candidate, or a Candidate commencing work for or providing services to the Client or any of its Affiliates as envisaged (whichever first occurs) will constitute instruction to Cento to commence search and screening of Candidates and will bind the Client to the terms and conditions hereunder. In all instances the Client shall produce a position/job description in writing and communicate clearly and regularly to Cento as to any changes in search requirements.

4. FEES

4.1 If the Client:

4.1.1 Engages a Candidate; or Introduces a Candidate to any of its Affiliates or any third party resulting in an Engagement of the Candidate by that any of its Affiliates or third party, at any time within a) 12 months from the date of Introduction, or b) 12 months from the date the last interview or c) 12 months from the offset for Engagement of an accepted Candidate to the Client by Cento, the Client shall pay Cento an Introduction Fee pursuant to Clause 4.2 below.

4.2 The price for the Services shall be calculated in accordance with the Fees as set out in the Commercial Terms or 30% of the Candidate's Compensation if no commercial terms have been agreed, together with all payments and allowances forming the Candidate's taxable remunerate on, as agreed to be paid by the Client upon the Engagement or thereafter.

4.3 The Client agrees to pay the Introduction Fee within fourteen (14) days of invoice date. Unless agreed otherwise, in writing, he invoice will be sent on the Candidate's Start Date. All amounts payable under these Terms are exclusive of value added tax which shall be payable by the Client at the prevailing rate where applicable.

4.4 Cento reserves the right to charge interest on any amount due and outstanding after fourteen (14) days from the date of invoice up to and including the date of payment at a rate of 3% above the base rate, and such interest shall accrue and be compounded daily until all outstanding balances are paid.

4.5 An introduction is strictly confidential. To deter Clients from passing details of a Candidate to a third party, if the Client does pass details of a Candidate to a third party that results in an Engagement by the third party, the Client agrees it shall pay Cento a fee of 40% of the anticipated first year's Compensation of the Candidate or a fee of USD $40,000, whichever is the greater. A third party includes, but not exhaustively, any associated company, subsidiary, or other company with which the Client is connected.

4.6 Where the Client Engages a Candidate Introduced by Cento, without informing Cento and or where the Client fails to advise Cento of the Engagement within 14 days of the start date of the Candidate, the Client agrees, a fee becomes payable at 40% of the anticipated first year's Compensation of the Candidate or USD $40,000, whichever is the greater.

4.7 Should the Client, during the term of the Terms, or for a period of 12 months after its expiry or termination (howsoever arising) – 1) employ or offer to employ, or enter into a contract for the services of any individual who was at any time during the Term an officer or an employee of Cento, or 2) entice, solicit, or procure any such person to leave the employment of Cento (or attempt to do so) whether or not that person would commit any breach of contract in leaving such employment; or procure or facilitate the making of any such offer or attempt by any other person; the Client shall pay to Cento the sum forty thousand USD ($40,000) or 40% of the employees previous twelve (12) months billings whilst employed by Cento, whichever is the greater, and in each instance and shall make such payment within 7 days of the date of invoice issued by Cento in respect of this clause 4.7.

5. REFUNDS

5.1 Subject to clauses 5.2 and 5.3, the Client shall not be entitled to a refund for any Fees due under clause 4 in any circumstances.

5.2 In order to qualify for the following refund, the Client must pay the Agency's Fees within the agreed payment terms in clause 4.3 and must notify the Agency in writing of the termination of the Engagement within 7 (seven) days of its termination.

5.3 If the Engagement terminates before the expiry of eight (8) weeks from the commencement of the Engagement (except where the Candidate is made redundant), a refund of 12.5% will be allowed against the Agency's Fees for each complete week of the initial eight (8)-week period not worked by the Candidate.

5.4 In circumstances where clause 4.1.1 applies the pro-rated Fees shall be payable and there shall be no entitlement to a refund.

5.5 If subsequent to the Client receiving a refund in accordance with clauses 5.2 and 5.3 the Candidate is re-Engaged within a period of six (6) calendar months from the date of termination then the refund shall be repaid to the Agency. The Client shall not be entitled to any further refunds in relation to the re-Engagement of this Candidate.

5.6 For the purposes of this clause 5, the date of termination of the Engagement shall be on the date on which the Candidate ceases working or would have ceased working for the Client, but for any period of garden leave or payment in lieu of notice, whichever is the later.

5.7 This refund shall not apply if the Candidate is laid off for lack of work, budget cuts, companywide layoffs and/or furloughing, Covid 19, or where any garden leave or holidays have accrued which surpass week 8 or the Candidate resigns because the Client has significantly modified the Candidate's job duties, salary, or assigned the Candidate to another position.

5.8 If, after an offer of Engagement has been made to the Applicant, the Client decided for any reason to withdraw it, the Client shall be liable to pay 10% of the Candidates anticipated or known total Compensation.

6. CONFIDENTIALITY AND DATA PROTECTION

6.1 Details of Candidates are provided to the Client in strict confidence and with the understanding that the Client will not disclose to any third party the existence or contents of such details to any third party without Cento's prior written consent. If the Client decides not to Engage a Candidate, the Client hereby undertakes to return al copies of the Candidate's Resume to Cento and to remove, delete or destroy all records it may have which includes details of or from the Resume.

6.2 If the Client, without Cento's prior written consent, passes on any details of a Candidate Introduced to the Client by Cento to a third party which subsequently employs such Candidate directly or indirectly within twelve (12) months from the date of such Introduction, the Client will be charged and liable for the relevant Introduction Fee according to clause 4 together with all expenses incurred by Cento. In such circumstances the provisions of Clause 5 hereto will not apply.

6.3 All Candidate Referrals made by Cento are made on a confidential basis. The Client shall hold Cento harmless from any liability resulting from Client's unauthorized disclosure or misuse of information regarding Candidates or their candidacy.

6.4 This 6.4 sets out the framework for the sharing of personal data between the parties as data controllers. Each of you and Cento acknowledge that at any time one of them (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.

6.4.1 Whilst this Agreement continues, both you and Cento shall comply with all the obligations imposed on a controller under the Data Protection Legislation.

6.4.2 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 the Agreement of the nature such processing. This includes giving notice that, on the termination of the Agreement, 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;

(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 this agreement;

(f) ensure that it has in place appropriate technical and organisational measures, reviewed, and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and

6.4.3 Both you and Cento shall assist the other in complying with all applicable requirements of any 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;

(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 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 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 the Agreement unless required by law to store the personal data;

(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

(i) maintain complete and accurate records and information to demonstrate its compliance with this clause 9; and

(j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of Data Protection Legislation, including [the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with Data Protection Legislation.

6.4.4 The Client shall indemnify Cento against all liabilities, costs, expenses, damages, and losses (including but not limited to any direct, indirect, or consequential losses, loss of profit, loss of reputation and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Cento arising out of or in connection with the breach of Data Protection Legislation by you, your employees, or agents. Cento will give you as much notice of such a claim as is practicable, such information as Cento hold about the circumstances giving rise to it, reasonable assistance in dealing with the claim and will communicate with you regarding the management, defence and/or any possible settlement of such claim.

7. LIABILITY

7.1 Cento endeavours to ask Candidates for details of qualifications, experience, and background and also take up verbal references. Whilst every effort is made to ensure the highest standard of service, the Client acknowledges that:

7.1.1 the Client is responsible for taking up formal references (including confirmation of any professional, academic, or similar qualification) and for arranging all medical examinations and/or other investigations of any Candidate Introduced by Cento; and

7.1.2 the Client shall be solely responsible for obtaining any work permit or other governmental permission required for the Engagement of any Candidate; and

7.1.3 the Client shall satisfy itself as to suitability of any Candidate prior to the Engagement; and

7.1.4 Cento does not accept liability for any loss or expense incurred by the Client and arising directly or indirectly from the Introduction of a Candidate or from any statement or representation made by or on Cento's behalf. Notwithstanding this, Cento's maximum aggregate cap on liability under these Terms will be the total amount paid by the Client to Cento. Nothing in these Terms shall limit or exclude either party's liability in respect of death or personal injury arising out of any breach of this agreement. Both parties expressly exclude liability for consequential loss or damage of any kind, or for loss of profit, business, revenue, goodwill, or anticipated savings; and

7.1.5 Cento does not guarantee the performance of any Candidate, or the accuracy of information provided regarding a Candidate, and specifically disclaims responsibility for any claim, loss, or liability because of a Candidate's acts or omissions. Cento urges Client to conduct such investigations, as it deems necessary to verify Candidate's information and to obtain such other information, as it may deem relevant.

7.2 Cento does not discriminate in Referrals, or consent to discrimination by the Client, against any Candidate based on age, race, color, religion, disability, sex, national origin, veteran status, or any other characteristic protected by applicable federal, state, or local laws, rules, or regulations.

8. GENERAL AND LAW AND JURISDICTION

8.1 The laws of the State of New York shall govern the validity of these Terms without regard to conflicts of law principles. The parties hereby irrevocably agree that any suit, action, or other legal proceeding arising out of these Terms shall be brought exclusively in any state court located in New York County, New York, or in the US Federal Court, Southern District New York, which is the location where this Agreement and each Introduction request are deemed made by the parties. In the event of a dispute under this Agreement, the prevailing party shall be entitled to recover its reasonable legal fees and expenses from the unsuccessful party. If Cento must proceed with the collection of the Completion Fee, it shall be entitled to recover all the costs of collection including, but not limited to, collection company fees, reasonable attorneys' fees, and costs whether or not litigation is commenced.

8.2 In the event of a dispute under these Terms, the prevailing party shall be entitled to recover its reasonable legal fees and expenses from the unsuccessful party. In the event of a settlement of such a dispute, each party shall pay its own legal fees and expenses, unless the settlement agreement provides otherwise. If Cento must proceed with the collection of the Introduction Fee, it shall be entitled to recover all the costs of collection including, but not limited to, collection company fees, reasonable attorneys' fees, and costs whether or not litigation is commenced.

8.3 The relationship of the parties to each other is that of independent contractors. Neither party shall be deemed to be the legal representative of the other unless the Client has specifically requested that Cento make an offer to a Candidate on its behalf.

8.4 These Terms may be executed by signature or by other electronic means, such as electronic signature in one or more counterparts by the parties which, taken together, shall constitute one binding agreement. Notwithstanding any failure by the Client for electronic acceptance, these Terms are binding upon the Client by its actions when accepting a Resume from Cento.

8.5 No variation may be made to these terms and conditions without the written agreement of both parties.

8.6 The terms and conditions under these Terms supersede any other previous terms of business or any other terms between the parties hereto.

8.7 Either party may terminate these Terms at any time upon written notice to the other party. Client shall remain liable to Cento for all Introduction Fees and expenses due under this Terms for any Candidate Referred prior to termination. All other provisions of these Terms that by their terms extend beyond the termination of these Terms shall survive such termination and remain in full force and effect. The provisions of these Terms shall continue to apply to any Candidates provided by Cento to the Client and accepted by the Client after termination of these Terms.

8.8 If any provision of these Terms is deemed invalid or unenforceable under applicable laws, it shall be considered severed from the remaining terms and conditions which shall stand as binding and in full force and effect.

8.9 The individuals whose signatures appear below represent that they have the full power and authority to enter into an agreement and bind these Terms to the party they purport to represent.