These Terms of Service are deemed to be accepted by the Client by either an introduction to a Candidate, the appointment of a Candidate or upon signature of this document. Unless otherwise agreed in writing by Cooper Fitch, these Terms of Service shall prevail over any other preceding agreement or contract agreed upon before the execution of this Agreement. Whereas, the parties henceforth agree to the same thing in the same shape and form as mentioned henceforth;

1. Provision of Services
   1. Cooper Fitch agrees to introduce Candidates to the Client. In an event, that the said Candidate introduced by Cooper Fitch is granted an employment contract by the Client, a fee (“Placement Fee”) shall be paid by the Client to Cooper Fitch. The Fee payable shall be calculated in the manner stated in Clause 3 of this Agreement.
   2. A Candidate shall be said to have been employed with the Client when an official employment letter has been signed by the said Candidate. At which point, Cooper Fitch shall raise an invoice addressed to the Client.
2. Candidate Ownership
   1. The Placement Fee shall be payable concerning any Candidate being granted a permanent employment contract as a consequence of or resulting from an introduction by or through Cooper Fitch, whether through direct or indirect involvement.  The said fee shall be made payable within a period of twenty-four (24) months from the date of the introduction.
   2. This would be regardless of the job title that is detailed within the offer letter, or the letter of employment. All Candidates submitted to the Client by Cooper Fitch would be considered to be valid introductions, and therefore a Placement Fee applies in the instance of the signing of the employment agreement with the Candidate.
   3. The only instance whereby this shall not apply is if the Client is currently already, without the express or implied efforts of Cooper Fitch, independently interviewing concerned Candidate (s).  The Client hereby agrees that they shall notify Cooper Fitch within three (3) business days of our introduction together with valid supporting documentary evidence of that interview process. In the absence of such notification, the Client shall be liable to pay the Placement Fee.
   4. The Client, hereby also agrees to notify Cooper Fitch as soon as the Candidate is offered employment, or the Candidate signs the contract of employment. The client shall also provide full details of the GAP.
3. Rebate Agreement
   1. In the event of termination of employment within three (3) months following the introduced Candidate’s employment initiation date, and provided, the Client complied with the payment terms outlined within “Terms of Service” clauses 2 and 7, strictly, Cooper Fitch shall provide a replacement free of cost to the Client for the same job title and description. The said commitment to replace a Candidate shall be null and void in the event of any defect in payment of invoices, which shall include late payment or no payment or deficient payment in any way, shape or form. The Client must inform Cooper Fitch of the demand for replacement hiring within two (2) weeks of the hired Candidate employment termination notice event. The Client shall be liable for any additional approved costs arising out of this process.
   2. Cooper Fitch shall not be required to provide a replacement in the event of employment termination as a result of any condition outside of Cooper Fitch or the Candidate’s control, such as; redundancy or economic conditions, contractual arrangements or internal organisational restructure retrenchment, a fundamental change in their position or job contest, sickness, fatality, accident, death or permanent disability, or any breach by the Client in law or for other reasons unrelated to the fault of the Candidate.
   3. The same shall apply if the candidate rejects the offer of employment.
4. Liabilities
   1. Cooper Fitch endeavours to ensure the suitability of all Candidates introduced to the Client. Notwithstanding this, the Client shall satisfy itself as to the suitability of the Candidate, and the Client shall request any references provided by the Candidate to it or Cooper Fitch before engaging such Candidate. The Client shall be responsible for obtaining work and other permits if required, for the arrangement of medical examinations and investigations into the medical history of any Candidate and satisfying any medical and other requirements or qualifications required by the law of the country in which the Candidate is engaged to work. Payment of Cooper Fitch’s invoice is not subject to the Client’s ability to secure legal permission to work for the Candidate.
   2. The Client shall be responsible for obtaining work and other permits if required, for the arrangement of medical examinations and/or investigations into the medical history of any candidate and satisfying any medical and other requirements or qualifications required by the law of the country in which the candidate is engaged to work.
   3. The client acknowledges and agrees that the client has carried out a thorough risk assessment of its site, equipment and working conditions and the client is not aware of any health and safety risks. 
   4. Cooper Fitch shall not, under any circumstances be liable to the client or any other person for any direct, indirect or consequential loss, delay, compensation, expense or damage of any kind (including, without limitation, loss of profit) arising out of or in connection with the recruitment, appointment, employment or retention of any candidate. For the avoidance of doubt, nothing in these Terms shall exclude or restrict the liability of Cooper Fitch for fraudulent misrepresentations made by it. For the avoidance of doubt, Cooper Fitch does not exclude liability for death or personal injury arising from its own negligence.
5. Confidentiality
   1. We respect confidentiality in regard to our client and to candidates. All communication with candidates introduced by Cooper Fitch must, in the first instance be maintained through Cooper Fitch until either an offer letter or employment contract is signed by the candidate.
   2. All information disclosed to, obtained or accessed by Cooper Fitch during the course of this agreement shall be deemed as confidential information and shall not be disclosed to any third party without the consent of the Client. Cooper Fitch shall ensure that its employees assigned to undertake the services on its behalf shall adhere to and comply with this non-disclosure undertaking. Confidential information shall be used by Cooper Fitch only in connection with services rendered under this Agreement in accordance with Cooper Fitch’s Privacy policy.
6. Governance
   1. No variation of this Agreement (or of any of the documents referred to in this Agreement) shall be valid unless it is in writing and signed by or on behalf of each of the parties to it. The expression “variation” shall include any variation, supplement, deletion or replacement however effected.
   2. Cooper Fitch shall coordinate all communication with Candidates introduced by Cooper Fitch until either the Candidate signs an offer of employment letter or employment contract.
   3. This Agreement shall be governed in all respects by the laws of the Dubai International Financial Centre (“DIFC”) and the parties submit to the exclusive jurisdiction of the DIFC Courts concerning any contractual or non-contractual disputes.