Contract

RECRUITMENT & PLACEMENT AGREEMENT

This Recruitment & Placement Agreement ("Agreement") is a legally binding contract between Vaultt ("Vaultt," "Vaultt.io," "we," or "us") and the entity accepting this Agreement ("Client" or "you"). By electronically accepting this Agreement, you represent and warrant that:

• You are acting on behalf of a company or other legal entity;

• You have authority to bind that entity to this Agreement; and

• You agree to be bound by all terms and conditions of this Agreement as of the date of electronic acceptance (the “Effective Date”).

Electronic acceptance of this Agreement, including clicking “I Agree” or entering your name electronically, has the same legal effect as a handwritten signature.

PARTIES

Vaultt is a United Kingdom LTD under StudentVenture LTD, with principal place of business at 7 Roselands Drive, Sedlescombe, Battle, TN33 0FQ. Client means the company, organization, or legal entity that electronically accepts this Agreement via the Vaultt website/platform, including its Affiliates. Vaultt and Client may be referred to individually as a "Party" and collectively as the "Parties."

1. PURPOSE

The purpose of this Agreement is to establish the terms under which Vaultt provides the Client access to its platform (the “Platform”), allowing the Client to identify, evaluate, and engage potential candidates for employment, internships, or other professional opportunities.

Access to the Platform alone constitutes the introduction. Any Candidate hired, engaged, or otherwise contracted by the Client or its Affiliates from the Platform will incur a placement fee as described herein.

2. DEFINITIONS

2.0 Effective Date: The date on which Client electronically accepts this Agreement via Vaultt's website.

2.1 Candidate: Any individual whose identity, resume, portfolio, profile, contact information, or existence is accessible to Client via the Platform, whether or not Vaultt actively introduced the Candidate.

2.2 Hire / Hiring: Any engagement of a Candidate by Client or any Client Affiliate, including full-time, part-time, contract, freelance, consulting, project-based work, internship, apprenticeship, or any other paid arrangement.

2.3 Affiliate: Any entity directly or indirectly controlling, controlled by, or under common control with Client, including parent companies, subsidiaries, or successors.

2.4 Annual Compensation: The Candidate’s gross annual base salary plus guaranteed bonuses, commissions, stipends, or other guaranteed compensation.

3. SERVICES

3.1 Vaultt provides the Platform to give Client access to potential Candidates. The Client may:

• Identify, evaluate, and engage Candidates for paid or unpaid opportunities, including employment, contract, freelance, project-based, or consulting work.

• Post events or host opportunities, including ticketed events, without incurring fees.

• Engage co-founders or collaborators without monetary compensation.

• Engage in volunteer or unpaid work opportunities.

3.2 Vaultt does not guarantee that any Candidate will accept an offer, perform to expectations, or that any engagement—paid or unpaid—will result in a hire or successful placement.

4. PLACEMENT FEE

​

4.1 Employment & Long-Term Engagements:

Client agrees to pay a placement fee equal to 10% of the Candidate’s Annual Compensation for each Candidate hired from the Platform, regardless of whether Vaultt actively sourced or introduced the Candidate.

4.2 Freelance, Contract, or Project-Based Work:

If a Candidate is engaged for compensated freelance, contract, consulting, or project-based work, Client agrees to pay 10% of all amounts paid or payable to the Candidate for the duration of the engagement, up to a maximum period of twelve (12) months from the date the Candidate first begins work with the Client. For the avoidance of doubt, no further placement fees shall be due in respect of that Candidate once the twelve (12) month period has elapsed, regardless of whether the engagement continues beyond that point.

4.3 Exceptions – No Fee Situations: No placement fees apply to:

• Co-founder arrangements without financial compensation.

• Volunteer or unpaid engagements.

• Posting or hosting events where no Platform fee applies.

4.4 Invoicing & Enforcement:

Vaultt will issue invoices for applicable fees 14 days after the Candidate begins engagement. Attempts to circumvent fees—including delaying engagement, reclassifying compensated work as volunteer, or hiring via third parties—constitute a breach, and all applicable fees become immediately due.

4.5 Refund Policy:

If a Candidate ceases engagement or stops working with the Client for any reason within three (3) months from the hire date, the Client is entitled to a full refund of the placement fee for that Candidate.

5. INVOICING AND PAYMENT

​

5.1 Invoices issued by Vaultt are payable within 14 calendar days of the invoice date.

5.2 Late payments accrue 2% interest per month or the maximum allowed by law.

5.3 Client is responsible for all costs of collection, including legal fees.

5.4 Any disputes regarding invoices or fees must be submitted in writing within 14 days of the invoice date.

6. NON-CIRCUMVENTION Client shall not circumvent Vaultt's right to fees by:

• Hiring a Candidate through a third party or Affiliate.

• Delaying engagement to avoid fees.

• Reclassifying paid work as volunteer or equity-only.

Such actions constitute a breach, making all fees immediately due.

​

7. CONFIDENTIALITY

​

7.1 Client shall maintain the confidentiality of all Candidate information accessed via the Platform and shall not disclose it to any third party without prior written consent from Vaultte.

7.2 Confidential information includes, but is not limited to, Candidate identities, resumes, portfolios, contact information, compensation details, engagement history, and any proprietary materials provided by Vaultt.

7.3 Client shall use confidential information solely for evaluating, engaging, or managing Candidates through the Platform and shall not use it for any other purpose, including recruitment outside the Platform or solicitation for competing services.

7.4 Client shall take all reasonable measures to protect confidential information from unauthorized access, use, or disclosure, including implementing internal policies, limiting access to employees or agents on a need-to-know basis, and ensuring any permitted users agree to confidentiality obligations.

7.5 The confidentiality obligations shall survive termination of this Agreement for a period of two (2) years from the date of termination or until such information becomes publicly known through no fault of the Client.

7.6 Any breach of confidentiality may result in immediate legal action and entitles Vaultt to seek remedies, including injunctive relief and compensation for damages.

8. TERM AND TERMINATION

This Agreement is effective for one (1) year from the Effective Date unless terminated earlier. Either Party may terminate with 14 days’ written notice. Termination does not release Client from paying fees for Candidates accessed prior to termination. Unless otherwise stated, the Agreement will automatically renew for successive one-year terms unless either Party provides notice of non-renewal at least 30 days prior to the expiration of the current term.

9. DATA PROTECTION

Vaultt collects and processes Candidate data in accordance with applicable data protection laws, including GDPR. Client shall:

• Use Candidate data solely for the purposes authorized under this Agreement.

• Comply with all applicable data protection laws.  

• Implement reasonable security measures to protect Candidate data.

• Immediately notify Vaultt of any unauthorized access or data breach.

10. INTELLECTUAL PROPERTY

Vaultt retains all rights, title, and interest in the Platform, content, and any proprietary materials. Client receives a limited, non-exclusive license to use the Platform solely for evaluating and engaging Candidates. Client shall not copy, reproduce, reverse-engineer, or redistribute Platform content.

11. INDEMNIFICATION

Client shall indemnify, defend, and hold harmless Vaultt from any claims, liabilities, damages, or expenses arising from Client’s use of the Platform, engagement with Candidates, or misuse of Candidate data.

12. PLATFORM USE RESTRICTIONS Client shall not:

• Scrape, export, or redistribute Candidate data.

• Share Platform access with unauthorized users.

• Reverse-engineer, modify, or create derivative works from the Platform.

• Use the Platform for unlawful or competitive purposes.

13. FORCE MAJEURE

Neither Party shall be liable for delays or failure to perform due to events beyond reasonable control, including natural disasters, pandemics, strikes, or system failures.

14. COMPLIANCE

Client shall comply with all applicable laws and regulations when engaging Candidates, including anti-discrimination, employment, and anti-spam laws.

15. NO REFUND

All placement fees are non-refundable after the 3-month refund period, regardless of Candidate resignation, termination, or cessation of engagement.

16. INDEPENDENT CONTRACTOR

Vaultt is an independent contractor. No partnership, joint venture, or employment relationship is created.

17. LIMITATION OF LIABILITY

Vaultt is not liable for indirect, incidental, or consequential damages arising from this Agreement or any Candidate.

18. GOVERNING LAW AND VENUE

This Agreement is governed by the laws of the United Kingdom. Legal actions must be brought exclusively in UK courts. 19. ENTIRE AGREEMENT This Agreement constitutes the complete agreement and supersedes all prior discussions or agreements.

​

19. ENTIRE AGREEMENT

This Agreement constitutes the complete agreement and supersedes all prior discussions or agreements.

20. AMENDMENTS

Any modifications must be in writing and signed by both Parties.

21. COUNTERPARTS & ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts and by electronic signature, each deemed an original.

22. SIGNATURES

For Vaultt:

Name: Liam Jeffery

Title: Chief Executive Officer