DCG IT LTD TERMS AND CONDITIONS FOR THE PLACEMENT OF PERMANENT AND FIXED TERM CANDIDATES

2. THE AGREEMENT

2.1. These Standard Terms are deemed to be accepted by the Client from the time DCG IT Ltd Introduces a Candidate or the Client requests an Introduction of a Candidate by DCG IT Ltd or the date of the Client’s signature on this document (whichever shall be the earlier). They apply whether or not the Candidate is Engaged by the Client for the same type of work for which the Introduction was originally made and whether or not the Client is also seeking to fill the relevant vacancy by other means such as internal or external advertising.

2.2. The Client undertakes to notify DCG IT Ltd immediately of its intention to Engage a Candidate Introduced by DCG IT Ltd.

3. CONTINGENT (‘SUCCESS ONLY’) RECRUITMENT

3.1. The Client shall pay DCG IT Ltd a fee in respect of each Candidate Engaged by the Client (the “Introduction Fee”). The Introduction Fee shall be a percentage of the Remuneration Package as calculated in accordance with the following scale (subject to a minimum fee of £3,500):

3.2. The Introduction Fee will be invoiced on the commencement of the Candidate’s Engagement.

4. RETAINED ASSIGNMENTS

4.1. The agreed fee for Retained Assignments (the “Retainer Fee”) is calculated at 30% of the Remuneration Package and is payable in accordance with the following framework and is split into three equal payments:

4.1.1. a fee is invoiced on acceptance of the Assignment by DCG IT Ltd (“Initial Fee”) and is payable within seven days of date of invoice; and

4.1.2. a fee is invoiced on presentation by DCG IT Ltd to the Client of a shortlist (“Shortlist Fee”) and is payable within seven days of date of invoice; and

4.1.3. a fee is invoiced on the Engagement of a Candidate and is payable within 14 days of the date of Engagement, adjusted to reflect the final agreed Remuneration Package (“Completion Fee”).

4.2. If a Retained Assignment is cancelled by the Client after DCG IT Ltd have commenced performance of the Retained Assignment or the Client materially alters the terms of the Retained Assignment, all Retainer Fees incurred up to the date of cancellation (or material alteration) shall become due and payable. In addition, the next stage of the Retained Assignment fee structure shall also be due and payable by the Client.

4.3. In the event that the Client hires an additional Candidate submitted within the shortlist of a Retained Assignment (or a shortlist Candidate into a position other than the position which was the focus of the Retained Assignment), an Introduction Fee shall be payable in addition to the Retainer Fee.

5. INDIRECT INTRODUCTIONS

Information regarding Candidates is provided in the strictest confidence. If an offer of an Engagement is made by

(a) the Client; or (b) any third party as a result of an Introduction by DCG IT Ltd to the Client; or (c) any Associated Employer as a result of Introduction by DCG IT Ltd to the Client then the Client shall (where possible) notify DCG IT Ltd of any such offer of Engagement within seven days of it being made and pay an Introduction Fee to DCG IT Ltd. If a Candidate is Engaged by any of the aforementioned parties, without the prior knowledge and consent of DCG IT Ltd, an Introduction Fee will be due from the Client and the rebate at clause 7.1 will not apply.

6. FEES AND INVOICING

6.1. All Engagements are subject to a minimum fee of £3,500.

6.2. Any other charges (including charges for advertising) will be agreed separately in writing and are payable by the Client on or before the due date of invoice whether or not a Candidate is Engaged.

6.3. Fees and other sums payable under these Standard Terms are exclusive of value added tax (“VAT”).

6.4. The full amount of DCG IT Ltd’s fees (including any VAT) for a) an Introduction Fee b) a Completion Fee shall be paid by the Client without any deductions on or before the due date of DCG IT Ltd’s invoice. Payment terms are 14 days from the receipt of invoice. DCG IT Ltd reserves the right to charge interest and compensation on all overdue invoices at the rate set out under the Late Payment of Commercial Debts Regulations 2002 and to recover all reasonable legal costs incurred in recovering sums due and overdue under these Standard Terms.

6.5. Any queries on an invoice must be specifically addressed in writing to DCG IT Ltd within 60 days from the date of the invoice, failing which the Client is deemed to have accepted the contents of the invoice. The Client shall be liable to pay DCG IT Ltd’s fee in respect of an Candidate Introduced notwithstanding that the Client Engages the Candidate in a different position to that originally envisaged and whether Engaged full time or part time.

7. REBATES

7.1. If the Engagement of a Candidate terminates lawfully within 8 weeks of the commencement of the Engagement, then subject to clause 7.2, DCG IT Ltd will refund to the Client (on request) a proportion of the relevant fee in relation to: a) an Introduction Fee; and b) a Completion Fee. This rebate shall be calculated in accordance with the following:

No other charges or expenses shall be refunded.

7.2. No rebate will be made in the following circumstances:

7.2.1. if the Candidate Engaged was previously Engaged by the Client as a temporary or contract worker through DCG IT Ltd; or

7.2.2. if the Client has not paid sums owed to DCG IT Ltd in relation to the placement in accordance with these Standard Terms (time to be of the essence); or

7.2.3. if the Client does not notify DCG IT Ltd in writing within five days of the termination of the Candidate’s Engagement (time to be of the essence); or

7.2.4. if an Engagement is terminated by the Client by reason of redundancy or convenience; or

7.2.5. if the Client has not offered to DCG IT Ltd (where applicable) a two-week opportunity (on an exclusive basis) to find a suitable replacement Candidate; or

7.2.6. where an offer of Engagement has been made by the Client and accepted by the Candidate but is subsequently withdrawn by the Client, due to no fault on the part of the Candidate. In the event this clause applies then notwithstanding any other provision in these Standard Terms, DCG IT Ltd shall be entitled to immediately issue an invoice to the Client for the Introduction Fee or the Completion Fee.

8. SUITABILITY

DCG IT Ltd will use its reasonable endeavours to ensure that Candidates are efficient, honest and reliable but DCG IT Ltd gives no warranty in this regard and it remains the Client’s entire responsibility to ensure that the Candidate is suitable for the Client’s requirements. The Client warrants that there will be no health and safety risk to the Candidate in working for the Client and if there are any such risks, the Client agrees to notify DCG IT Ltd, in writing of the nature of such risks and what steps have been taken by the Client to minimise such risks. The Client shall be responsible for obtaining work and other permits, for the arrangement of medical examinations and/or investigations into the medical history of the Candidate, and satisfying any medical and other requirements or qualifications required by the Client or by Law or by any relevant regulatory or professional body, to work in the position concerned and shall indemnify DCG IT Ltd for any cost, expense or other financial liability incurred arising from any breach of this obligation by the Client.

9. LIABILITY

Except to the extent that DCG IT Ltd’ liability cannot be limited or excluded under applicable law, DCG IT Ltd liability whether arising under contract, tort, negligence, breach of statutory duty or otherwise shall not exceed the Introduction Fee paid in relation to the Engagement from which the liability arises. Notwithstanding the above, in no event shall DCG IT Ltd’ maximum aggregate liability arising under or in connection with this Agreement exceed £450,000. DCG IT Ltd shall not be liable under any circumstances for any failure to introduce a Candidate nor for any loss, liability, expense or damage in connection with an Engagement, except to the extent of direct loss arising from DCG IT Ltd’s negligence. Neither either party be liable to the other party for any indirect, special or consequential damages or loss nor for any liability to or by a third party, loss of present or future profits, business revenue, goodwill, anticipated saving, and/or any claims made under third party contracts, in any way arising under or in connection with this Agreement.

10. LEGISLATION

Each party agrees to comply with any statute, statutory provision, statutory instrument, law, regulatory direction or notice and any mandatory code of practice or conduct which apply to these Standard Terms. The Client shall indemnify DCG IT Ltd against any claim or liability howsoever incurred by DCG IT Ltd arising from following the instructions of the Client in the provision of recruitment services or from the Client’s failure to comply with its legal obligations.

11. DATA PROTECTION and GDPR

The Client agrees that it will comply with the provisions of the EU General Data Protection Regulation (Regulation (EU) 2016/679)(GDPR), or such local equivalent of legislation protecting the disclosure and use of personal information, in relation to the personal data of Candidates, whether supplied to the Client by DCG IT Ltd or otherwise.

We will agree to the following provisions concerning personal data:

11.1 Where your personal data is held or processed we will always endeavor to gain prior consent before we share this with a candidate or another company or individual.

11.2 We hold your data in the following locations and handle the processing of your data on:

Staff computers – Every staff member has access to a computer and your data may be stored on these computers. Every computer is password protected. Please see our security Policy for further information about our computer security.

On each device data may be stored on a local hard drive, on saved temporary Outlook folders and in a contact database. Every computer is connected to a central network, where shared drives can be accessed by all staff. Your data will most likely be shared on this drive and be shared between staff members.

Staff mobile telephones – Contact information, such as name, job title will be stored on staff mobile phones. Staff will have access to stored data from their phones.

LinkedIn Connections – We process, store and have access to your data through LinkedIn. Once you are a contact, a LinkedIn connection or an employment need is established we will often copy contact data such as Name, email address, phone number and work history onto any data storage location listed in this section.

Please follow our right of erasure or data access request procedures should you wish to change how we process your data through LinkedIn.

BullHorn CRM – We use Bull Horn CRM for customer management and help match candidates with appropriate positions. The data will be stored securely and is protected by Privacy Shield protocols. Bull Horn are committed to protecting your data and will be compliant with GDPR legislation. https://www.bullhorn.com/gdpr-commitment-statement/

Your Rights:

All personal data is stored securely in accordance with the EU General Data Protection Regulation (Regulation (EU) 2016/679) (GDPR). For more details on security see below.

We use your data to provide the best possible services to you. This includes:

Providing and managing an up to date recruitment service with a dedicated account manager

Providing and managing access to relevant candidates and candidate information all of which will give us their consent to share their details;

Personalising and tailoring your information into groups as to match relevant candidates to your job vacancy;

Responding to communications from you;

Supplying you with email newsletters e.g. newsletters, alerts etc. that you have subscribed to (you may unsubscribe or opt-out at any time by clicking on the unsubscribe link at the bottom of every email;

Analyzing your use of Our Site and gathering feedback to enable Us to continually improve Our Site and your user experience;

In some cases, the collection of data may be a statutory or contractual requirement, and we will be limited in the services we can provide you without your consent for Us to be able to use such data.

With your permission and/or where permitted by law, we may also use your data for marketing purposes which may include contacting you by email AND/OR telephone AND/OR text message AND/OR post with information, news on candidates and our services. We will not, however, send you any unsolicited marketing or spam and will take all reasonable steps to ensure that we fully protect your rights and comply with Our obligations under the GDPR and the Privacy and Electronic Communications (EC Directive) Regulations 2003, as amended in 2004, 2011 and 2015.

Under GDPR we will ensure that your personal data is processed lawfully, fairly, and transparently, without adversely affecting your rights or having an adverse effect on your personal data. We will only process your personal data if at least one of the following basis applies:

you have given consent to the processing of your personal data for one or more specific purposes;

processing is necessary for the performance of a contract to which you are a party or in order to take steps at the request of you prior to entering into a contract;

processing is necessary for compliance with a legal obligation to which we are the subject;

processing is necessary to protect the vital interests of you or of another natural person;

processing is necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller; and/or

processing is necessary for the purposes of the legitimate interests pursued by us, except where such interests are overridden by the fundamental rights and freedoms of the data subject which require protection of personal data. This would be in circumstances where jobs may be deemed relevant to a candidate or candidates would be a potential applicant for a potential employer.

We may also hold or process your data as listed above. Should you no longer wish for your details to be shared in these ways please let Us know or email info@DCG IT.co.uk

You are within your rights under theGDPR and the Privacy and Electronic Communications (ECDirective) Regulations 2003, as amended in 2004, 2011 and 2015 regulations to declare which personal details we share with potential candidates or trusted 3 ^rd parties. For example, only phone number and name or only name and email address.

11.3 DCG IT’S COMMITMENT TO DATA SECURITY:

We have installed the following software to protect your data on all our devices, server and business infrastructure:

• Avast Business CloudCare Suite which has the following notable components:

• File Shield – Monitors all files and blocks any dangerous or malicious files

• Behaviour Shield – Identifies apps acting suspiciously in real time

• Mail Shield – monitors mail in and out and blocks infected mail

• Web Shield – stops malware and spyware from websites

• Real Site – stops browsing to forged websites

• Anti-spam – blocks spam from mailboxes

• Firewall – monitors in and out bound activity

• VPN – gives a secure connection when using public hotspots

• Data Shredder – overwrites files with encrypted data to permanently delete.

• And in order to administer these services we also consistently monitor via the cloud and notifies administrators when threats are detected, and components are disabled as well as missed scans and updates etc.

• Data security is of great importance to Us, and to protect your data We have put in place suitable physical, electronic and managerial procedures to safeguard and secure data collected through Our Site.

• Steps We take to secure and protect your data include:

• Identifying compromised hardware and this will be taken offline.

• Investigations of compromised hardware will be carried out to identify cause.

• We will determine scale of breach and detail what has been compromised, and how and by whom.

• We will then carry out relevant work to secure hardware.

• A full Report will be given to DCG IT GDPR officer.

• You can expect a full report of your data that has been compromised within 3 working days.

• Notwithstanding the security measures that We take, it is important to remember that the transmission of data via the internet may not be completely secure and that you are advised to take suitable precautions when transmitting to Us data via the internet.

12. MARKETING

Client grants DCG IT permission to use its name in DCG IT marketing materials and to publish its name, trademark and/or logo on the DCG IT website, solely for the purpose of identifying Client as a DCG IT client. Client retains the ability to request removal of the logo at anytime with due cause.

13. GENERAL

13.1 No third party shall have any rights under or in connection with these Standard Terms including but not limited to any right of enforcement.

13.2. The parties agree that a failure or delay by either party to enforce any of the provisions set out in these Standard Terms shall not be construed as a waiver.

13.3. Each clause of these Standard Terms, defined by punctuation, is separate, distinct and severable and to give meaning to the intention of the parties the Court may modify any portion that may otherwise be void; subject thereto, any void portion may be severed and the remaining provisions shall continue in force. Words appearing in the plural shall mean the singular where appropriate and vice versa.

13.4. For the purposes of these Standard Terms DCG IT Ltd acts in the capacity of an Employment Agency as defined in the Employment Agencies Act 1973 and an Employment Business as defined in the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and/ or the Conduct of Employment Agencies and Employment Businesses Regulations (Northern Ireland)

13.5. DCG IT Ltd acts as an introductory agency and does not have the authority to bind a Candidate.

13.6. These Standard Terms cannot be varied save in writing by a Director or Business Manager of DCG IT Ltd and an authorised representative of the Client.

13.7. These Standard Terms shall be governed and construed in accordance with English Law and is subject to the exclusive jurisdiction of the courts of England.

Signed: ……………………………………. Signed: …………………………………….

(For and on behalf of DCG IT) (For and on behalf of the Client)

Name: ……………………………………. Name: …………………………………….

Position: ………………………………… Position: …………………………………

Date: ……………………………………… Date: ………………………………………