UAE & Kingdom of Saudi Arabia

1.1 “Consultancy” means B7 Search and Selection FZ LLC, a company incorporated in the UAE.

1.2 “Client” means the person, firm, or company to whom recruitment services are provided by the Consultancy.

1.3 “Candidate” means any individual introduced by the Consultancy to the Client, whether directly or indirectly, in writing or otherwise.

1.4 “Introduction” means the provision of a Candidate's details to the Client in any form, including CV, profile summary, telephone referral, email, or any other means of communication.

1.5 “Total Annual Gross Remuneration” (TAGR) means the total annual value of all cash and non-cash compensation offered to a Candidate, including but not limited to base salary, car allowance, housing allowance, education allowance, and any other benefits forming part of the Candidate's total package.

1.6 “Engagement” means any offer of employment, contract for services, consultancy arrangement, fixed-term contract, or any other form of commercial arrangement between the Client and a Candidate.

1.7 “Commencement Date” means the date on which the Candidate begins their Engagement with the Client.

1.8 “Introduction Period” means twelve (12) months from the date of the Introduction.

1.9 “Replacement Period” means the twelve (12) weeks immediately following the Commencement Date.

1.10 “Contingency Placement” means a recruitment assignment undertaken on a no-placement, no-fee basis.

1.11 “Retained Search” means a recruitment assignment undertaken on the basis of agreed instalment fees payable in stages.

1.12 “VAT” means Value Added Tax or its equivalent applicable in the relevant jurisdiction.

1.13 “Business Day” means a day other than a Friday, Saturday, or public holiday in the UAE or the Kingdom of Saudi Arabia (as applicable).

2.1 These Terms shall be deemed accepted by the Client upon the earliest of the following: (a) the Client signing and returning a copy of these Terms; (b) the Client interviewing a Candidate introduced by the Consultancy; (c) the Client making or receiving an offer of Engagement to or from a Candidate introduced by the Consultancy.

2.2 These Terms supersede all prior terms and conditions submitted by the Client and shall apply to all Instructions and Introductions, whether past, current, or future.

2.3 The Consultancy reserves the right to update these Terms from time to time. The most current version will be published on the Consultancy's website. Material changes will be notified to Clients in advance.

3.1 The Consultancy provides specialist recruitment and talent acquisition services in the construction, engineering, and related sectors across the United Kingdom, Europe, the United Arab Emirates, the Kingdom of Saudi Arabia, and other markets as agreed in writing.

3.2 All recruitment services are conducted in accordance with applicable laws and professional standards in the relevant jurisdiction.

3.3 The Consultancy does not provide legal, immigration, tax, or payroll advice. Clients are responsible for ensuring compliance with all applicable employment, immigration, and tax laws in their jurisdiction.

4.1 The Consultancy's standard contingency placement fee is calculated at 10% of the Candidate's Total Annual Gross Remuneration (TAGR).

4.2 A minimum placement fee of AED 30,000 (or the equivalent in SAR, GBP, USD, or EUR as agreed in writing prior to CV submission) applies to all placements unless otherwise agreed in writing before the Introduction.

4.3 Fees become payable upon the Candidate's written acceptance of an offer of Engagement. An invoice will be raised on receipt of written confirmation of offer acceptance and is due and payable within fourteen (14) days of the invoice date.

4.4 Fees are payable in full without deduction, set-off, or counterclaim unless otherwise agreed in writing.

4.5 In the event of late payment, the Consultancy reserves the right to charge interest at 5% per annum above the applicable central bank base rate on all overdue amounts from the due date until the date of actual payment, and to suspend services until all outstanding amounts are settled in full.

5.1 Where the Consultancy is engaged on a retained basis, fees shall be agreed in a separate written retained search agreement. Unless otherwise agreed, the following instalment structure applies: (a) Tranche 1 — an upfront retainer fee, payable upon signature of the retained search agreement; (b) Tranche 2 — a second instalment payable upon presentation of a shortlist of qualified Candidates; (c) Tranche 3 — a final instalment payable upon the Candidate's Commencement Date.

5.2 Retainer fees paid under clause 5.1(a) are non-refundable, except where the Consultancy fails to present a shortlist within the agreed timescale due to causes within the Consultancy's reasonable control.

6.1 A fee is payable to the Consultancy where, within the Introduction Period: (a) the Client employs or engages a Candidate introduced by the Consultancy; (b) the Client refers a Candidate to a third party who subsequently employs or engages that Candidate; (c) a Candidate who initially rejected the Client's offer, or was initially rejected by the Client, is subsequently employed or engaged by the Client in any capacity.

6.2 Where a Candidate introduced by the Consultancy is referred by the Client to a third party and that third party subsequently engages the Candidate, the Client remains solely responsible for the Consultancy's placement fee.

6.3 If the Client believes a Candidate introduced by the Consultancy was already known to it prior to the Introduction, the Client must notify the Consultancy in writing before any interview is arranged. Failure to give such notice shall not relieve the Client of fee obligations should an Engagement subsequently arise.

6.4 The Client must notify the Consultancy in writing within five (5) Business Days of the Engagement of any Candidate introduced by the Consultancy, providing full details of the TAGR agreed with that Candidate. Failure to notify may result in the Consultancy invoicing based on a reasonable estimate of TAGR, which shall be binding unless the Client provides written evidence of the correct TAGR within seven (7) days of the invoice.

7.1 UAE: All fees relating to placements in the United Arab Emirates are subject to UAE Value Added Tax at the applicable rate (currently 5% as of 1 January 2018), in accordance with Federal Decree-Law No. 8 of 2017 on Value Added Tax and its implementing regulations. The Consultancy will issue valid VAT invoices in accordance with UAE Federal Tax Authority requirements.

7.2 Kingdom of Saudi Arabia: All fees relating to placements in the Kingdom of Saudi Arabia are subject to VAT at the applicable rate (currently 15% as of 1 July 2020), in accordance with the Kingdom's VAT Law and Implementing Regulations. Invoices for KSA placements will separately identify the applicable KSA VAT amount.

7.3 Other Jurisdictions: Fees relating to placements in jurisdictions other than the UAE or the Kingdom of Saudi Arabia may be subject to applicable local taxes. The Consultancy will notify the Client of any applicable taxes at the time of instruction.

7.4 The Client is responsible for verifying the Consultancy's VAT registration status and for complying with any applicable reverse-charge or withholding tax obligations in its own jurisdiction.

8.1 In the event that a Candidate's Engagement with the Client ends within the Replacement Period (12 weeks from the Commencement Date), the Consultancy will use reasonable endeavours to source a replacement Candidate at no additional recruitment fee, provided that all of the following conditions are met: (a) the Candidate's departure was of their own volition and was not attributable to redundancy, restructuring, termination by the Client, non-payment or delayed payment of salary, visa processing delays, or any breach by the Client of the Candidate's terms of Engagement; (b) the Consultancy's invoice for the original placement has been settled in full within the payment terms in clause 4.3; (c) the Client has notified the Consultancy in writing within five (5) Business Days of the Candidate's departure; (d) the Client has not made a material change to the role scope or remuneration package following offer acceptance without the Consultancy's prior written knowledge.

8.2 The Consultancy's obligation to source a replacement is limited to one attempt per original placement and must be completed within eight (8) weeks of receipt of the Client's written notification of departure.

8.3 If a suitable replacement Candidate cannot be found within the period in clause 8.2, the Consultancy shall issue a credit note calculated on the following scale: Weeks 1–4 from Commencement Date — 75% of the original placement fee; Weeks 4–8 from Commencement Date — 50% of the original placement fee; Weeks 8–12 from Commencement Date — 25% of the original placement fee.

8.4 Credit notes issued under clause 8.3 will be applied against the Client's next placement with the Consultancy. No cash refunds will be made.

8.5 All costs associated with the termination of a Candidate's Engagement — including but not limited to end-of-service gratuity, repatriation costs, and visa cancellation fees — remain the sole responsibility of the Client.

9.1 The Consultancy will exercise reasonable professional skill and care in sourcing and screening Candidates. However, the Consultancy makes no warranty, express or implied, as to any Candidate's competence, qualifications, honesty, suitability, fitness for purpose, or ability to comply with the terms of their Engagement.

9.2 It is the Client's sole responsibility to: (a) conduct appropriate reference, background, and security checks; (b) verify that all information in the Candidate's CV and profile is accurate and complete; (c) ensure that the Candidate holds all necessary qualifications, professional licences, permits, and rights to work in the relevant jurisdiction; (d) ensure that all applicable health, safety, and employment conditions are met; (e) obtain all necessary internal approvals, visas, and government or regulatory authorisations required for the Candidate's Engagement.

9.3 The Consultancy accepts no liability for any loss, damage, cost, or delay howsoever arising from the Introduction or Engagement of a Candidate, save as expressly provided in these Terms.

10.1 The Consultancy's total aggregate liability to the Client arising out of or in connection with any Introduction or Engagement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total placement fee actually paid by the Client in respect of the specific Introduction giving rise to the claim.

10.2 The Consultancy shall not be liable for any indirect, consequential, special, incidental, or punitive loss or damage, including but not limited to loss of profit, loss of revenue, loss of business opportunity, loss of anticipated savings, or damage to reputation or goodwill.

10.3 Nothing in these Terms shall limit or exclude either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any matter which cannot be excluded or limited by applicable law.

11.1 Each party agrees to keep strictly confidential all information received from the other party that is designated as confidential or that ought reasonably to be treated as confidential, including without limitation Candidate details, fee arrangements, Client business information, and the terms of any engagement or agreement between the parties.

11.2 The Client agrees not to disclose Candidate details to any third party without the prior written consent of the Consultancy, and not to use such details other than for the specific purpose of evaluating the Candidate's suitability for the role for which they were introduced.

11.3 Confidentiality obligations under this clause shall survive the termination or expiry of any engagement between the parties for a period of two (2) years.

11.4 Neither party shall issue any press release or make any public statement concerning the other party or any placement without the prior written consent of the other.

12.1 Each party shall comply with all applicable data protection and privacy laws and regulations, including without limitation: (a) in the UAE — Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (UAE PDPL) and its implementing regulations; (b) in the Kingdom of Saudi Arabia — the Personal Data Protection Law (Royal Decree No. M/19, 2021) and its implementing regulations (Saudi PDPL); (c) in the United Kingdom — the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018; (d) any other applicable data protection legislation in the relevant jurisdiction.

12.2 The Consultancy processes personal data of Candidates and Clients for the purposes of providing recruitment services. Further details are set out in the Consultancy's Privacy Policy, available at www.b7search.com.

12.3 The Client confirms it will process personal data of Candidates provided by the Consultancy solely for the purpose of evaluating the Candidate's suitability for the specific role for which they were introduced, and in compliance with all applicable data protection laws.

12.4 The Client shall not retain or store Candidate personal data beyond the period reasonably necessary for recruitment evaluation purposes, and shall upon request promptly delete or return such data.

13.1 The Client agrees that, for a period of twelve (12) months following the conclusion of any recruitment assignment or Introduction, it will not — directly or indirectly — solicit, approach, or seek to engage any employee, consultant, or associate of the Consultancy who was involved in the provision of services to the Client.

13.2 In the event of a breach of clause 13.1, the Consultancy shall be entitled to seek injunctive relief or other equitable remedies in addition to any other legal remedies available.

14.1 Neither party shall be liable to the other for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by circumstances beyond that party's reasonable control, including but not limited to: acts of God, war, terrorism, civil unrest, pandemic or epidemic, government action or regulation, changes in applicable law, or failure of third-party infrastructure or systems.

14.2 The party claiming force majeure shall notify the other party in writing as soon as reasonably practicable after the event arises, and shall take all reasonable steps to minimise its impact.

14.3 If a force majeure event continues for more than sixty (60) days, either party may terminate the affected engagement by giving fourteen (14) days' written notice, without further liability, save for fees or retainers already accrued.

15.1 Both parties shall comply with all applicable anti-money laundering (AML), counter-terrorism financing (CTF), and sanctions laws and regulations applicable in the UAE, the Kingdom of Saudi Arabia, and any other relevant jurisdiction.

15.2 The Consultancy reserves the right to conduct client due diligence checks in accordance with applicable AML and KYC requirements before commencing or continuing services. The Consultancy may refuse or suspend services where it is unable to complete such checks to its reasonable satisfaction.

15.3 The Client represents and warrants that it is not subject to any sanctions or debarment lists maintained by the UAE, KSA, UN, EU, UK, or US governments.

16.1 UAE Engagements: Where the Client is based in the UAE or where the Candidate's Engagement is based in the UAE, these Terms shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre (DIFC). Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the DIFC Courts.

16.2 Kingdom of Saudi Arabia Engagements: Where the Client is based in the Kingdom of Saudi Arabia or where the Candidate's Engagement is based in the Kingdom of Saudi Arabia, these Terms shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia. Any dispute shall be submitted to binding arbitration under the Rules of the Saudi Centre for Commercial Arbitration (SCCA), with the seat of arbitration in Riyadh, Kingdom of Saudi Arabia. Proceedings shall be conducted in both Arabic and English. The arbitral tribunal shall consist of one arbitrator appointed in accordance with SCCA Rules.

16.3 Other Jurisdictions: For Engagements in jurisdictions other than the UAE or the Kingdom of Saudi Arabia, the applicable governing law and dispute resolution mechanism shall be agreed in writing between the parties prior to commencement. In the absence of such agreement, the laws of England and Wales shall apply, and any dispute shall be subject to the exclusive jurisdiction of the English courts.

16.4 Notwithstanding the foregoing, the Consultancy reserves the right to seek urgent injunctive or interim relief from any court of competent jurisdiction to protect its legitimate interests.

16.5 Prior to commencing formal dispute resolution proceedings, the parties shall attempt in good faith to resolve any dispute through direct senior management negotiation for a period of not less than twenty (20) Business Days from the date on which one party notifies the other of the dispute in writing.

17.1 Entire Agreement: These Terms, together with any signed placement agreement, instruction letter, or fee schedule, constitute the entire agreement between the parties in relation to recruitment services and supersede all prior agreements, representations, warranties, or understandings.

17.2 Variation: No variation to these Terms shall be effective unless agreed in writing and signed by authorised representatives of both parties.

17.3 Waiver: Failure or delay by either party in exercising any right or remedy under these Terms shall not constitute a waiver of that right or remedy.

17.4 Severability: If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision shall be severed from the remainder, which shall continue in full force and effect.

17.5 Assignment: The Client may not assign, novate, or transfer any rights or obligations under these Terms without the prior written consent of the Consultancy. The Consultancy may assign its rights to any group company or successor entity.

17.6 Notices: All formal notices shall be in writing, delivered by email to the addresses notified by each party (deemed received the next Business Day), or by registered post (deemed received five Business Days after posting).

17.7 Relationship of Parties: The Consultancy acts as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment relationship, or agency between the parties.

17.8 Third-Party Rights: These Terms do not confer any rights on any third party under applicable law.