This Agreement is deemed to be accepted by the Client by virtue of the Client’s interviewing or Employing any Candidate submitted as an Introduction by the Company, as defined herein.
In this Agreement (unless the context requires otherwise):
“Effective Date” means the initial date on which Company Introduces any Candidate subsequently interviewed or Employed by the Client.
“The Company” means Aspiron Search Ltd.
“The Client” means any organization who is the direct recipient of any Introduction.
“Candidate” means any person Introduced under this Agreement.
“Introduction” or “Introduce” means the submission any Candidate Curriculum Vitae or other professional profile to the Client by the Company via email, traditional mail or through a proprietary or third-party Applicant Tracking System (ATS).
“Employment” or “Employ” means the employment or use, whether under a contract for service or for services, or under an agency, consultancy, licensee, franchise or, LLP or partnership agreement of an individual, applicant, or candidate submitted as an Introduction by the Company.
“Recruiting Fee” means the fee due pursuant to this Agreement for the Employment of a Candidate.
“Start Date” means the date on which a candidate begins Employment by the Client.
2. The Company agrees to:
a) Introduce suitable candidates to the Client for consideration. The Company will Introduce suitable candidates to the Client for consideration for Employment. The Client is responsible for determining the suitability of each candidate, including performing background investigations and checking references, examining work permits, medical compliance and adhering to all other legal employment requirements. The Client shall have the sole and absolute discretion to elect to Employ a candidate referred by the Company and accepts responsibility for the decision to hire.
b) Introduce replacement candidates free of charge within 90 days. The Company will use commercially reasonable efforts to present replacement candidates to the Client for any candidate whose Employment is terminated by the Client for any reason, other than a redundancy, within the first 90 calendar days of Employment, provided the Client has paid the Company the full Recruiting Fee at the time of termination of Employment.
3. The Client agrees to:
a) Pay the Company a Recruiting Fee of 25% of the candidate’s first-year guaranteed earnings, if Employed.
“Guaranteed earnings” includes all salary, guaranteed bonus payments, non-retractable or non-returnable draws and other taxable emoluments payable to or receivable by the candidate for services rendered to or on behalf of the Client. The Recruiting Fee does not include bonuses or commissions which are specifically identified as performance-dependent.
Any subsequent submission(s) or Introduction of the candidate to the Client by additional third-party agencies shall have no effect on the Client’s legal obligation to pay the Recruiting Fee due to the Company under this Agreement.
b) Pay the Recruiting Fee to the Company within 14 days of receipt of invoice. Any amount not paid during such time bears interest at ten percent (10%) per annum, compounded monthly, but in no event higher than the maximum interest permitted by law
c) Respect the confidentiality of Introductions. The Client agrees to keep all candidate referrals confidential. If the Client discloses a candidate Introduction to a third party and such candidate is hired or Employed by the third party, the Client agrees to pay the Recruiting Fee as set forth herein.
d) Respect the duration of Introductions. If the Client Employs a candidate presented by the Company within 12 months from the date of the most recent Introduction of the candidate to the Client by the Company, the Client agrees to pay the Recruiting Fee as set forth herein.
3. Term and Termination. This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by either party for any or no reason, upon written notice to the other party; provided, however, that any obligation of the Client to pay Recruiting Fees to the Company shall survive any termination of this Agreement.
4. No Employment Relationship; Indemnification. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the Company and any candidate. No candidate is a party to this Agreement. The Company hereby disclaims, and Client holds the Company harmless from, any liability due to the intentional or negligent acts or omissions of any candidate or replacement candidate presented by the Company and Employed by the Client.
5. Amendment. No amendment or modification of this Agreement shall be deemed effective unless and until it is executed and agreed in writing by both parties.
6. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, and the courts of the State of Delaware shall have exclusive jurisdiction over any matter, action or suit brought under or by reason of this Agreement.
7. Waiver. No waiver by either party of a breach of any provision of the Agreement shall constitute a waiver of any preceding or succeeding breach of the Agreement.
8. Limitation of Liability. In no event shall either party be liable to the other for any loss of profits, costs of procurement of substitute employees or other indirect, incidental or consequential damages, even if advised of the possibility of such damages. In the event liability is nevertheless imposed against the Company notwithstanding the previous sentence, no liability shall exceed the total Recruiting Fee(s) due under this Agreement.