UK Placement Services — Terms & Conditions

This Agreement is entered into between:

KYNIGOS MANAGEMENT TECHNOLOGY SYSTEMS PRIVATE LIMITED, a private limited company incorporated under the laws of the Republic of India, Corporate Identity Number (CIN) U70200HR2025PTC134688, with its registered and corporate operations at Gurgaon, Haryana, India, trading as Helix Human Capital for UK-facing recruitment services ("Company", "Helix", "We", "Us", "Our"); AND

The UK-based (or UK-hiring) business engaging the Company to source candidates for a permanent role ("Client", "You", "Your").

This Agreement covers permanent placement recruitment only. Helix does not act as an employment business under the Conduct of Employment Agencies and Employment Businesses Regulations 2003, does not supply temporary workers, and never becomes the employer or deemed employer of any Candidate.

1. Definitions

1. 1.1 "Candidate" means any individual whose profile, CV, or details are introduced to the Client by the Company.
2. 1.2 "First-Year Base Salary" means the Candidate's agreed annual base salary for the first twelve (12) months of employment, excluding discretionary bonus, commission, benefits-in-kind, and employer pension contributions, unless the offer letter states otherwise.
3. 1.3 "Introduction" means the first occasion on which the Company discloses a Candidate's identity, CV, or profile to the Client, whether by email, platform message, or verbal briefing.
4. 1.4 "Placement" means the Candidate accepting an offer of employment from the Client (or a Client Affiliate) and commencing work.
5. 1.5 "Success Fee" means the fee described in Section 3.

2. Nature of Services

2.1 The Company will use reasonable endeavours to source, screen, and introduce Candidates matching the Client's brief. This is a contingency search: no fee is payable unless and until a Placement occurs.

2.2 No Payment Taken On This Website. Unlike helixhumancapital.in, this site does not process any online payment. Submitting a brief is not a payment instruction and creates no payment obligation. Any Success Fee becomes payable only per Section 3, invoiced directly by the Company.

2.3 No Guarantee of Outcome. The Company does not guarantee that any search will produce a Candidate, that a Candidate will accept an offer, or that a Placement will occur.

3. Success Fee

3.1 On Placement of a Candidate introduced by the Company within twelve (12) months of Introduction, the Client shall pay the Company a Success Fee of between fifteen percent (15%) and twenty-five percent (25%) of First-Year Base Salary, the exact percentage confirmed in writing before the search begins and scaled to seniority and search complexity.

3.2 Token Deposit. Before search activities begin, the Company will invoice a Token Deposit equal to five percent (5%) of the role's first-year Base Salary. This is invoiced directly by the Company (never collected online through this website) once scope has been confirmed with the Client.

3.3 Deposit Credit. The Token Deposit is fully credited against the Success Fee invoiced under Section 3.1 on Placement. It is not separately refundable in cash once search activities have commenced, except where no Placement occurs and the Company agrees in writing to return it.

3.4 Invoicing. The Company will invoice the Success Fee (net of the credited Token Deposit) on the Candidate's confirmed start date. Invoices are payable within thirty (30) days of the invoice date unless otherwise agreed in writing.

3.5 Late Payment. Overdue invoices accrue statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998, and the Company reserves all remedies available under that Act including fixed compensation for debt recovery costs.

3.6 VAT. All fees are quoted exclusive of VAT. VAT will be charged in accordance with the Company's VAT registration status at the time of invoicing, and stated separately on the invoice.

4. 90-Day Replacement Guarantee

4.1 If a placed Candidate leaves or is fairly dismissed within ninety (90) calendar days of their start date, the Company will run one (1) replacement search for that role at no additional Success Fee, subject to Section 4.2.

4.2 Conditions. The replacement guarantee applies only where: (a) the original Success Fee invoice was paid in full and on time; (b) the Client notified the Company in writing within fourteen (14) days of the Candidate's departure; (c) the role, seniority, location, and salary remain substantially unchanged; and (d) the departure was not caused by redundancy, restructuring, role relocation, or the Client's breach of the employment contract.

4.3 The replacement search is the Client's sole remedy for a Candidate's departure. The Company does not refund any Success Fee already paid.

5. Client Due Diligence

The Company sources and screens Candidates on a best-efforts basis but this does not replace the Client's own legal obligations before employing anyone in the UK, including: right-to-work checks under the Immigration, Asylum and Nationality Act 2006; DBS checks where the role requires them; reference and qualification verification; and any sector-specific fitness/licensing checks. The Client remains solely responsible for these checks and for lawful employment of any Candidate it hires.

6. Non-Circumvention

Every Candidate introduced by the Company is protected for twelve (12) months from Introduction. If the Client (or an Affiliate) hires, engages, or contracts that Candidate within that window — directly, or via another agency, or for a different role than originally briefed — the Client becomes liable for the full Success Fee under Section 3, calculated on the actual or market-rate salary for that role, whichever is higher.

7. Non-Solicitation of Company Staff

For twelve (12) months after this Agreement ends, the Client shall not solicit or hire any employee or consultant of the Company who worked on the Client's search, without the Company's written consent and payment of a conversion fee equal to 30% of that person's annual remuneration.

8. Confidentiality & Intellectual Property

Each party will keep the other's confidential information confidential and use it only to evaluate the search. All Company systems, candidate data, search methodology, and the Helix Human Capital brand remain the Company's intellectual property. The Client will not scrape, extract, or reverse-engineer any part of the Company's platform or candidate data.

9. Liability

10. Client Indemnity

The Client will indemnify the Company against claims, costs, and liabilities arising from: the Client's breach of this Agreement; employment or termination disputes between the Client and a Candidate; the Client's failure to carry out right-to-work or other legally required checks; or the Client's misuse of Candidate data.

11. Candidate Data

Candidate personal data introduced to the Client must be used solely to evaluate that Candidate for the briefed role, kept confidential, and deleted once no longer needed for that purpose, in line with UK data protection law. See our Privacy Policy for how the Company itself processes personal data.

12. International Data Transfer Notice

The Company's recruitment operations, including candidate sourcing and search delivery, are carried out from India. Personal data collected through this site may be processed in India. Where that data relates to individuals in the UK, the Company intends to rely on an appropriate transfer mechanism under UK data protection law (such as the UK's International Data Transfer Addendum to the EU Standard Contractual Clauses). This mechanism has not yet been formally executed — Clients and Candidates who require confirmation of a specific safeguard in place before sharing data should contact us at the address in Section 15 before proceeding.

13. Term & Termination

Either party may terminate an active search on three (3) business days' written notice before an offer is extended. Termination does not relieve the Client of Success Fee obligations that have already accrued under Sections 3 or 6.

14. Governing Law & Jurisdiction

14.1 This Agreement is governed by the laws of the Republic of India.

14.2 Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 (as amended), before a sole arbitrator, seated in Gurgaon, Haryana, India, conducted in English.

14.3 Subject to the arbitration agreement above, the courts of Gurgaon, Haryana, India have exclusive jurisdiction over any matter not required to be arbitrated.

15. Contact