Terms of Engagement

Introduction

These Terms of Engagement govern the relationship between AX2 Search ("AX2") and any firm, fund, or individual ("Client") that accesses candidate profiles or engages AX2's search and introduction services.

1. Introduction Rights

AX2 claims introduction rights over any candidate whose profile has been accessed, viewed, or downloaded via the AX2 portal or shared by AX2 by any means. An introduction is deemed to have occurred at the point of first disclosure, regardless of whether an active search mandate is in place.

2. Fee Obligations

In the event that a Client engages, hires, or enters into any commercial arrangement with an introduced candidate — whether directly or through an affiliated entity — a placement fee becomes payable to AX2. This obligation applies:

• • Regardless of whether AX2 was the sole or primary introducer
• • For a period of 24 months following the date of introduction
• • To any role, not only the role for which the candidate was originally introduced

3. Prior Relationships

If a Client believes they have a pre-existing, independent relationship with an introduced candidate, they must notify AX2 in writing within 5 business days of the introduction notice, providing written confirmation from the candidate that the relationship predates and is independent of any AX2 introduction. Failure to notify within this period constitutes acceptance of AX2's introduction claim.

4. Confidentiality

All candidate information provided by AX2 is strictly confidential. Clients may not share, distribute, or disclose candidate profiles or identifying information to any third party without the express written consent of AX2. Candidate materials may only be used for the purpose of evaluating a potential hire.

5. Portal Access

Access to the AX2 portal is granted solely to the approved individual and firm on record. Portal credentials may not be shared. AX2 reserves the right to revoke access at any time and without notice. Continued use of the portal constitutes acceptance of these terms in full.

6. Governing Law

These Terms of Engagement are governed by the laws of England and Wales. Any disputes arising shall be subject to the exclusive jurisdiction of the courts of England and Wales.

7. Contact

For queries regarding these terms, please contact: enquiries@ax2search.com