ISBI 360 RECRUITING AGREEMENT & TERMS AND CONDITIONS
This ISBI 360 Recruiting Agreement (this “Agreement”), sets forth the terms and conditions between ISBI 360 and the organization executing this Agreement below for the recruiting services described herein (“Client”). Each collectively also known as the “Parties” and individually as a “Party”.
Background. The Company is in the business of sourcing, introducing and supplying the services of qualified Candidates to fulfill its Client’s requirements. The Client is the organization that engages the Company to carry out any services. This Agreement is a framework agreement; the terms of which shall apply to each and every placement for the effective duration of this agreement.
Definitions and Interpretation. For the purposes of this Agreement, unless the context otherwise explicitly requires, the following definitions shall apply:
“Affiliate(s)” means any person or entity controlling, controlled by or under common control of or with one of the Parties and, for the purposes of this definition, “Control” shall mean the direct or indirect ownership of more than fifty percent (50%) of the voting interest in such corporation or other entity or the power to direct or cause the direction of the management or polices of a corporation or business entity.
“Appointment” means the employment (full, part-time or 1099) of a Candidate by the Client or any of its Affiliates.
“Candidate” means any person introduced to the Client either directly or indirectly under this Agreement through the Company portal, website or by any other means of facilitating an Introduction.
“Confidential Information” means any and all information provided by the Company to the Client or which it otherwise gains access to during the course of its performance under this agreement.
"Data Protection Laws" means all applicable federal, state, and local laws and regulations relating to the protection of Personal Information and privacy including without limitation applicable data breach notifications laws.
“Introduction” an Introduction shall be deemed to have occurred when:
a) a Candidate’s resume, curriculum vitae (CV), resume or any other form of Personal Information and/or application is provided to the Client by the Company; or
b) a Candidate’s contact information (e.g. phone number, email address) is provided to the Client by the Company; or
c) the Company provides arrangements or otherwise facilitates an interview, meeting, assessment or evaluation involving a Candidate; or
d) the Client is provided with any other non-public information regarding a Candidate which informs the Client’s interest in such Candidate for current or future employment.
"Loss" means any demand, contribution, claim, action, proceeding, liability, loss, damage, costs, expenses, tax, social security contributions (to the extent permitted by law) and charges and any related penalties, fines or interest whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred (including without limitation all losses, liabilities and costs incurred as a result of defending or settling such claims).
“Personal Information” means any information that identifies, relates to, describes, or is capable of being associated with, an individual, including but not limited to, his or her name, signature, Social Security Number, address, telephone number, employment history and or financial information. Personal Information does not include any information that is lawfully made available to the general public from federal, state, or local government records.
“Unauthorized Person(s)” means any and all persons who are not party to this Agreement and not have official permission and or legal rights to access the Personal Information.
2. Terms and Conditions
a) Unless otherwise specified in writing by the Company and the Client, these terms and conditions shall govern all services undertaken on behalf of the Client. No amendments shall be made without the prior written agreement of an authorized representative of the Company.
b) The engagement of the Company by the Client to carry out services, including the Introduction of a Candidate to the Client, shall be deemed acceptance of and agreement to these terms and conditions by the Client.
a) To access the Services and recruiting platform Client will be billed a $3,000 annual membership fee (“Membership Fee”). The Membership fee allows for unlimited access to the Candidate portal and unlimited Introductions. The Membership Fee is due and payable upon execution of this Agreement and within no later than seven (7) days. The Membership Fee will then renew on each anniversary date of the Agreement (“Membership Renewal Date”), unless Client provides written notice of its intent to not renew at least sixty (60) days prior to the Membership Renewal Date.
b) Fees will be charged to the Client by the Company for the Introduction of Candidate(s) that the Client Appoints for the purposes of employment (the “Hiring Fee”). For each such Candidate, the Client shall pay to the Company a Hiring Fee of $3,000.
c) The Client has an obligation to immediately inform the Company after an offer of employment has been made to the Candidate by the Client at which time the Hiring Fee shall be due and payable to Company.
d) Unless otherwise agreed to by the Company, all fees are payable in United States Dollars (USD) and subject to any applicable taxes at the time of the invoice.
e) For a period of twelve (12) months following the date of Introduction, should the Client employ, retain, or otherwise engage in a relationship with the Candidate, the Client maintains liability for the full Hiring Fee.
f) If the Company becomes aware that the Personal Information of any Candidate who was introduced to the Client by the Company is passed on by the Client to any third party with whom said Candidate is subsequently employed, the Client shall become liable for the Hiring Fee.
g) The Company shall be entitled to invoice the Client for any pre-approved expenses incurred by the Company in the performance of its services under this Agreement.
4. Invoicing and Payment
a) The Client agrees to issue payment to the Company for invoices within seven (7) days from the date of the invoice.
b) All amounts due under this Agreement shall be paid in full without deduction. For the avoidance of doubt, credits, set-offs, instalments, and or counterclaims are not permitted. The Client shall not be entitled to any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part.
c) For the avoidance of doubt, any fees due under this Agreement are due exclusive and net of any withholding or other taxes that may apply in the Client’s jurisdiction. If any such withholding or other taxes are due, they are the responsibility of the Client and may not be deducted from the Fee due to the Company.
d) The Company shall apply an overdue charge equal to 1% of the original invoice amount for each thirty (30) day period beyond the net payment period that the invoice remains unpaid. If the Company incurs any legal costs as a result of non or late payment of the invoice, the Client shall become liable for such reasonable costs.
a) If the Candidate’s employment with the Client is terminated (“Separation”) within their four (4) months, the Company will either (a) provide a replacement Candidate and apply the Hiring Fee for the previous Candidate to the new Candidate or (b) provide a refund for an amount of the Hiring Fee.
b) The Client shall not be entitled to a refund or replacement Candidate if:
i.) Candidate’s Separation is the result of a reduction in force (lay-off);
ii.) Candidate’s Separation is not related to his or her ability, integrity or character;
iii.) Client fails to pay the invoice in full within the time period specified in section 5(a)
iv.) Client fails to notify the Company in writing within fourteen (14) days of Candidate’s Separation; or
v.) Client withdraws an offer after the Candidate has accepted the offer, unless such withdrawal is the result of a written condition of said offer.
6. General Liabilities
a) The Client acknowledges and agrees that it is their responsibility to determine the suitability of the Candidate for the relevant position, including (without limitation) to conduct reference checks and confirm work authorization. The Company takes no responsibility for the suitability, employment or the performance of any Candidate introduced or referred to the Client and makes no warranties, either expressed or implied, in respect thereof.
b) The Company shall not, under any circumstances, be liable to the Client, or any other party, for any direct, indirect or consequential Loss, expense or damage of any kind (including, without limitation, Loss of profit) arising out of or in connection with this Agreement. For the avoidance of doubt, nothing in this Agreement shall exclude or limit the liability of the Company for intentionally fraudulent misrepresentations made by it.
7.1. Severability. In the event any of these terms are determined unlawful or invalid to any extent, it shall be severed from the remainder of this Agreement, which shall continue to be valid.
7.2. Third Party Rights. The rights and obligations of the Parties hereto shall inure to the benefit of and be binding upon their permitted successors and assigns. This Agreement is for the exclusive benefit of the Company and Client, and there shall be no third party beneficiary to any of the provisions of this Agreement.
7.3. Data Protection
a) Each Party warrants that it will comply with any applicable Data Protection Laws by implementing and maintaining sufficient security policies and practices to protect against the accidental loss, unauthorized access, acquisition, use, destruction, modification and/or disclosure of Personal Information that it receives from the other Party.
b) The Client acknowledges that it shall receive Personal Information relating to Candidates under this Agreement and as part of the Introduction services. Therefore, the Client agrees to:
i.) Use the Personal Information of a Candidate only to the extent necessary to evaluate their suitability for employment;
ii.) Ensure that access to the Personal Information of Candidates is limited strictly to employees that need to access such Personal Information for the purpose of evaluating Candidates and that such employee(s) will be informed of the confidential nature of such Personal Information and Client’s obligations hereunder;
iii.) Ensure that Personal Information is treated as strictly confidential;
iv.) Ensure that Personal Information is not accessible by Unauthorized Persons;
v.) Immediately inform the Company upon becoming aware of suspected or actual accidental loss, and/or unauthorized access, acquisition, use, destruction, modification, or disclosure of Personal Information and assist the Company in complying with applicable data breach notification requirements, and;
vi.) Dispose of Personal Information in a manner that renders the Personal Information unreadable, unusable, and undecipherable.
c) The Client shall indemnify the Company against any Losses, liabilities, damages, costs and expenses incurred by the Company as a result of any breach of these clauses by the Client (including any consequential Loss or damage).
7.4. Confidential Information
a) All and any information provided by (or available from) the Company is confidential and must be kept in the strictest confidence by the Client.
b) Such information may not be provided to or disclosed to any third party without the prior written consent of the Company.
c) The Company will keep in strictest confidence any and all information provided to it by the Client which is marked as confidential.
d) The Client shall treat the Personal Information of Candidates as strictly confidential and use it in compliance with the Data Protection Laws. The Client shall destroy or delete (to the extent technically feasible) a Candidate's Personal Information from all of its computer systems as soon as reasonably practicable in the event that: 1) the Client decides that a Candidate is unsuitable for a role; or 2) three (3) months have passed since the Company sent the Candidate's Personal Information to the Client and the Client has not requested an Introduction.
e) The Client will indemnify the Company in respect of all liabilities, costs, damages and expenses whatsoever or howsoever arising from breach by the Client of this clause. The provisions of this clause will survive termination of this Agreement.
8. Force Majeure. Neither Party shall be responsible for the failure to perform any obligation under the Agreement due to causes beyond its control, including but not limited to, natural disasters, acts of God, terrorism or such other event of similar nature, on the condition that it uses reasonable efforts to attempt to perform that obligation all the same. Any date for performance of that obligation will be extended by the time of the delay. If the failure continues for more than 30 days and the obligation that is not being performed is material, the Party whose performance is not affected may end the Agreement immediately upon notice to the other.
9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with laws of the State of Kansas. The courts of the state of Kansas are to have exclusive jurisdiction to settle any dispute, whether contractual or non-contractual, arising out of or in connection with this Agreement.
10. Assignment and Entire Agreement
a) These terms, including any addendum, set out the entire agreement between the Parties relating to the subject matter hereof and no other terms or representation other than set out in these terms have been relied upon or agreed between the Parties. These terms supersede and take precedence over any and all other agreements, representations, terms or conditions (written, oral or implied) between the Parties. These terms may only be amended by the written agreement of an authorized representative of both Parties.
b) The Client shall not be entitled to assign, transfer or subcontract its obligations under this Agreement without the express written consent of the Company. For the avoidance of doubt, an email authorization shall not constitute written consent.
IN WITNESS WHEREOF, each Party enters this Agreement through its duly authorized representative:
ISBI 360, LLC CLIENT NAME:
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