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These General Terms & Conditions (the "General Terms") govern each Order Form between The Contractor Consultants LLC (the "Company") and the client identified on that Order Form (the "Client").
Definitions
1.1 Agreement
"Agreement" means, collectively, an accepted Order Form and these General Terms as of the version identified on that Order Form or, if none is identified, as provided in Section 9.1. If an Order Form and these General Terms conflict, the Order Form controls as to Product, pricing, Hiring Funnel counts, payment schedule, and dates, and these General Terms control as to all other matters.
1.2 Order Form
"Order Form" means the Company's order document for a Product, in whatever form the Company presents it, including a quote, a checkout or payment page together with its line items, or a document presented for signature. An Order Form identifies the Client, the Product, the price, the number of Hiring Funnels, and the payment terms, and is accepted as provided in Section 9.1.
1.3 Product
"Product" means the offering designated on the Order Form: the Single Hiring Funnel, the 90-Day Trial, or an Annual Package. The Annual Packages are Starter, Growth, and Scale, listed in ascending order of tier, and a reference to a higher-tier Annual Package is a reference to a package later in that order. A 90-Day Trial corresponds to a Designated Package as provided in Section 6.2. "Entry Product" means the Single Hiring Funnel or the 90-Day Trial. Product-specific terms are set forth in Section 6.
1.4 Hiring Funnel
"Hiring Funnel" means one (1) singular job title within one (1) singular physical location. A location is defined by a specific Zip Code with a primary target radius of fifty (50) miles. The same job title in a second location outside that radius is a separate Hiring Funnel.
1.5 Activated
"Activated" means, with respect to a Hiring Funnel, that the Company has published the job posting for the role or otherwise begun active sourcing for it. The date a Hiring Funnel was Activated is the date recorded by the Company in its ordinary business records, as determined by the Company in good faith, and "activation" is construed accordingly.
1.6 Warning Period
"Warming Period" means the one (1) month period following the close of a Hiring Funnel, during which the Company sends two (2) outbound communications to candidates remaining in the pipeline or designated as backups. The Warming Period is not an extension of the Hiring Funnel, a guarantee of candidate availability, or an additional search.
1.7 Job Description
"Job Description" means the job description for a Hiring Funnel approved in writing (email sufficient) by the Client, including the mandatory skills, experience, certification, and licensure requirements stated in it.
1.8 Qualified Candidate
"Qualified Candidate" means, for a Hiring Funnel, a candidate who has passed the Company's initial screening and been submitted to the Client with a resume and Vetted Candidate Summary, and who satisfies either of the following: (a) the Client approves the candidate for an interview; or (b) the candidate reasonably matches the objective criteria of the Job Description (skills, experience, certifications, and licensure), as determined by the Company in good faith. Each candidate is counted once per Hiring Funnel.
1.9 Hire
"Hire" means a candidate submitted by the Company for a Hiring Funnel who is interviewed by the Client, receives an offer of employment from the Client, and accepts that offer.
1.10 Business Day
"Business Day" means any day other than a Saturday, Sunday, or federal holiday in the United States.
1.11 Effective Date
"Effective Date" means, for an Order Form, the date the Client accepts that Order Form as provided in Section 9.1.
1.12 Services
"Services" means the deliverables and activities the Company provides under an Agreement, including the Funnel Services under Section 2.1 and the Product-level deliverables under Section 6.
Hiring Funnel Services & Operations
2.1 Funnel Services
For each Hiring Funnel purchased under an Order Form, the Company will provide: (a) a Branded Hiring Suite, meaning a custom-tailored job description and employer branding assets for the role; (b) Done-For-You Hiring, meaning full-service management of the recruitment process from sourcing through screening and candidate management; and (c) at the Client's request and subject to the Client's performance of Section 3.1(h), up to two (2) Background Screenings (criminal background screening at county, state, and national scope where available) and up to two (2) Personality Tests per Hiring Funnel, and up to two (2) Reference Verifications per offer confirmation under an Annual Package or up to two (2) Reference Verifications per Hiring Funnel under an Entry Product; services the Client does not request are not performed. The Company has no obligation to order, conduct, or deliver any Background Screening, Personality Test, or Reference Verification until the Client has performed its obligations under Section 3.1(h) as to that service, and any delay in or non-delivery of such a service attributable to the Client's failure to do so is not a failure of the Company to perform. Additional Product-level deliverables, if any, are set forth in Section 6 and the Order Form.
2.2 Activation; Warming
Hiring Funnels are activated on the schedule agreed between the parties, subject to any activation limits under Section 5.3 and the Product terms in Section 6. Following the close of each Hiring Funnel, the Company will provide the Warming Period services described in Section 1.6. The Warming Period runs from, and does not extend, the close of the Hiring Funnel.
2.3 Hiring Funnel Adjustments (No Changes)
Once a Hiring Funnel is activated and the campaign is live, its role title and location cannot be changed. If the Client wishes to change the role title or the location after launch, the existing Hiring Funnel closes and a new Hiring Funnel credit (or a new order, for an Entry Product at its included count) is required.
2.4 Funnel Closure
A Hiring Funnel closes when the Company has presented three (3) Qualified Candidates or produced one (1) Hire for it. Section 4 states the Company's obligation to reach that standard. A Hiring Funnel closes earlier on the first of the following to occur: (a) deemed closure under Section 3.3; (b) the Client's election to close the Hiring Funnel following a successful hire; (c) closure under Section 2.3; (d) mutual written agreement of the parties, which the Company will not unreasonably withhold or delay; (e) the Client's election to close the Hiring Funnel at any time; (f) termination by the Company under Section 8.2(b); or (g) the Company's written notice to the Client that it has ceased active campaigning for a Hiring Funnel to which Section 4 does not apply. Except as provided in Section 8.2(b), closure consumes the corresponding Hiring Funnel credit under the Order Form.
2.5 Commission-Only Roles
Commission-only (zero base salary) and 1099 positions present unique challenges in the current labor market. The Company will execute these searches, but the Client accepts that such roles typically produce lower application volume, lower candidate quality, and worsened performance metrics, that the Company cannot guarantee standard performance results for them, and that they are excluded from Section 4.
Client Responsibilities; Non-Compliance
3.1 Responsibilities
The Client shall comply with the following obligations. Subsections (a) through (d) apply with respect to each Hiring Funnel; subsections (e) through (h) apply throughout the term of each Order Form.
(a) Feedback. Provide substantive candidate feedback by 5:00 p.m. Pacific time on the second Business Day after the day on which the Company submits candidate materials. "Substantive" means feedback sufficient to allow the Company to adjust and improve the search, beyond a bare acceptance or rejection.
(b) Exclusivity. Disable or pause the Client's own job postings for the same or a substantially similar role in the same location for as long as the Hiring Funnel remains open and not engage another recruiter or hiring service for that role and location while the Hiring Funnel remains open.
(c) Process. Follow the Company's recommended hiring process, interview scheduling guidelines, and decision timelines, and notify the Company promptly of any deviation so that the Company can adjust the search.
(d) Launch. Provide the information, materials, and approvals the Company reasonably requires to activate each Hiring Funnel, within the time the Company reasonably specifies.
(e) Disclosure. Disclose any external recruiter or hiring-service relationships that directly overlap with the Services.
(f) Communication. Maintain at least one representative with authority to give candidate feedback and make hiring decisions, keep that representative's contact details current with the Company, and respond within three (3) Business Days to the Company's meeting invitations, scheduling requests, and other communications requesting a response. Missing a scheduled meeting is not a failure of this obligation where the Client responds and reschedules within that period.
(g) Legal. Not direct the Company to violate applicable federal, state, or local law, including anti-discrimination, pay transparency, and data privacy requirements.
(h) Screening Participation. Where the Client requests a Background Screening, Personality Test, or Reference Verification, complete and/or return, in the form and within the time the Company reasonably requires, all certifications, disclosures, authorizations, consents, and other documentation that the Company, the Company's screening vendor, or applicable law requires in connection with that service, including any end-user certification or comparable undertaking required of the Client as a user of consumer reports, and otherwise participate in the screening process as the Company reasonably directs.
3.2 Notice and Cure
If the Client fails to meet a Section 3.1 obligation, the Company will provide written notice describing the failure, and the Client shall have five (5) Business Days from notice to cure. Where the failure cannot be cured by performing the omitted act, the Client cures by performing the obligation prospectively as the notice specifies. The Company is not required to provide a further cure period for a subsequent failure of the same Section 3.1 obligation with respect to the same Hiring Funnel.
3.3 Deemed Closure
If the Client does not cure a material failure within the period provided in Section 3.2, the Company may deem closed each Hiring Funnel affected by that failure, under Section 2.4(a).
The Great Candidate Guarantee
4.1 The Guarantee
This Section 4 applies to every Hiring Funnel under every Product. For each Hiring Funnel, the Company will continue active campaigning and recruitment until it has presented three (3) Qualified Candidates or produced one (1) Hire for that Hiring Funnel, counting all Qualified Candidates presented for that Hiring Funnel. The Company performs this Section at its own cost, and its obligation continues past the end of the term of the Order Form under which the Hiring Funnel was purchased, in each case only with respect to a Hiring Funnel Activated within the period permitted by Section 6 or Activated against a credit restored under Section 8.2(b). The Company's obligation under this Section 4 as to a Hiring Funnel ends upon that Hiring Funnel's closure under Section 2.4. This Section 4 is a performance obligation and not a refund right; the Company's performance under this Section 4 is the Client's sole and exclusive remedy in respect of the number of Qualified Candidates presented and hiring outcomes, and this Section 4 creates no refund right and no right to terminate any Order Form or the Agreement.
4.2 Exclusions and Suspension
The guarantee does not apply to a Hiring Funnel that: (a) is a commission-only or 1099 role; (b) was affected by Client conduct toward candidates or Company personnel that is abusive, or that candidates reasonably perceive as unprofessional, misleading, or discourteous; or (c) was materially misrepresented by the Client as to role, location, or hiring entity. The Company's obligation under Section 4.1 is suspended while a failure by the Client to comply with Section 3.1 as to that Hiring Funnel remains uncured under Section 3.2. The Company's obligation under Section 4.1 also ends on closure of the Hiring Funnel under Section 2.4, including on a change of role title or location under Section 2.3, closure at the Client's election, and closure by mutual agreement.
Fees & Payment
5.1 Price; Payment
The price for each Product is stated on the Order Form. Fees for Entry Products are due in full upon acceptance of the Order Form. Fees for Annual Packages are due in accordance with the payment option elected on the Order Form. All fees are fully earned upon acceptance of the applicable Order Form; any installment schedule is an accommodation to the Client and does not reduce, defer, or condition the underlying obligation.
5.2 Non-Refundability
Except as expressly provided in Section 8.2, no fee under any Order Form is refundable, in whole or in part, for any reason, including mid-engagement cessation, deemed closure under Section 3.3, non-conversion of an Entry Product, termination for cause, or expiration of a term. Section 4 provides a performance remedy only and does not create a refund right.
5.3 Payment Options (Annual Packages)
The Order Form designates one of the following, and the Company may offer other payment schedules on an Order Form, in which case Section 5.3(b) applies to them:
(a) Paid in Full. The full price is due upon acceptance. The Client has immediate, unrestricted access to the total Hiring Funnel count, with no limit on concurrent activation up to the package total.
(b) Semi-Annual. Two (2) equal payments: the first upon acceptance, the second six (6) months after the Effective Date or, if the Order Form states a due date for it, on that date. Until the full Order Form price has been paid, the Client may activate only the number of included Hiring Funnels that corresponds to the proportion of that price actually paid, rounded down to the nearest whole Hiring Funnel. On payment of the full price the Client may activate the total included count, and the Client may unlock full capacity at any time by paying the remaining balance.
5.4 Late Fees; Suspension
Any amount more than fifteen (15) days past due bears a late fee of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower, on the outstanding balance, and the Company may pause Services until the account is current.
5.5 Acceleration
If the Client fails to pay any amount when due and does not cure within thirty (30) days of written notice, the full remaining unpaid balance of the Order Form price becomes immediately due and payable. The Client remains liable for the full commitment under each Order Form unless the Company terminates under Section 8.2.
5.6 Billing Disputes
The Client must notify the Company in writing of any invoice dispute within thirty (30) days of the invoice date, stating the amount and basis, and must continue paying undisputed amounts. The parties will attempt in good faith to resolve the dispute within fifteen (15) days of notice. Failure to give timely notice constitutes acceptance of the invoice.
5.7 Collection Costs
If any amount due remains unpaid for more than sixty (60) days after the date due, the Company may, in addition to any other remedies: (a) refer the account to a collection agency or attorney; (b) report the delinquent account to credit reporting agencies; and (c) recover from the Client all reasonable costs of collection, including collection agency fees and attorneys' fees. The mediation requirement in Section 9.17 does not apply to collection actions for undisputed amounts past due.
5.8 Additional Hiring Funnels (Annual Packages)
The Client may purchase Hiring Funnels beyond the number included in an Annual Package by written request, subject to the Company's acceptance and available capacity. The Order Form states the price for additional Hiring Funnels as of its Effective Date. Notwithstanding Section 1.1, the price applicable to a purchase under this Section is the Company's then-current per-funnel price for additional Hiring Funnels at the Client's Annual Package tier, which the Company may change prospectively; the Company will confirm the applicable price in writing before invoicing, the Client is not obligated to proceed at that price, and no change in price applies to Hiring Funnels already invoiced or in delivery. Nothing in this Section changes the price of the Client's Annual Package. Each additional Hiring Funnel is invoiced separately, is payable in full before activation, does not reset, extend, or modify any term or renewal date, and is otherwise governed by these General Terms, including Section 4.
5.9 Surcharges; Stored Payment Methods
A payment processing surcharge may apply to some or all payment methods. Any surcharge is stated on the Order Form or presented at checkout before the Client completes payment, is payable in addition to the price, and does not change the price for purposes of Section 7. Where the Order Form provides for payment by a stored payment method, the Client authorizes the Company to charge that method for each amount due under the Agreement as it falls due, including any installment under Section 5.3 and, for an Annual Package, the price for each Renewal Term. The Company will not charge a stored payment method for a Renewal Term where the Client has given notice of non-renewal under Section 6.3(b), and the Client may withdraw the authorization in this Section at any time on written notice, in which case amounts remain due and payable by other means.
Product Terms
The Product identified on an Order Form determines which of Sections 6.1 through 6.3 applies to that Order Form, and the remaining Product terms do not apply. Section 6.4 applies to every Order Form. This Section 6 supplements the balance of these General Terms, which apply to every Product; where a provision of this Section 6 conflicts with another provision of these General Terms, this Section 6 controls as to the Product it addresses.
6.1 Single Hiring Funnel
The Single Hiring Funnel comprises one (1) Hiring Funnel plus a one-time Labor Cost Checkpoint for the role, a kickoff and intake process to define the role, target location, compensation positioning, and campaign plan, and an onboarding call at the start of the engagement together with one or more Hiring Review Syncs while the Hiring Funnel remains open at a cadence determined by the Company. The engagement runs from the Effective Date until the later of the Hiring Funnel's closure and the end of its Warming Period, unless earlier terminated as expressly provided in the Agreement. The Hiring Funnel must be Activated no later than one hundred eighty (180) days after the Effective Date. If it is not Activated by that date it expires, the fee remains non-refundable under Section 5.2, and the engagement ends. This Section does not limit the Company's obligation under Section 4 with respect to a Hiring Funnel Activated on or before that date. The Client may direct the Company in writing to cease active campaigning at any time; cessation does not extend any period, does not entitle the Client to a replacement funnel, does not affect the non-refundability of the fee, does not extend the Conversion Window, and excludes the Hiring Funnel from Section 4.
6.2 90-Day Trial
The 90-Day Trial is available with respect to any Annual Package and is not available with respect to the Single Hiring Funnel. The Order Form identifies the Annual Package to which the trial corresponds (the "Designated Package"). The Designated Package determines the number of included Hiring Funnels and the Annual Package into which the Client may elect to continue under Section 7.1.
(a) Term. The trial runs for ninety (90) days (the "Trial Period"), commencing on the date of the onboarding call between the parties. If, before or during the onboarding call, the Client notifies the Company that it elects to delay commencement, the Trial Period instead commences on the date the first Hiring Funnel under the Order Form is Activated, but in no event later than the sixtieth (60th) day after the Effective Date. The Company will confirm a delayed commencement date in writing.
(b) Included Funnels. The Order Form states the number of included Hiring Funnels for the Designated Package. Included Hiring Funnels must be activated no later than the last day of the Trial Period; no new Hiring Funnel will be activated after the Trial Period ends unless the Client elects to continue under Section 7.1 or orders under Section 6.2(e). Included Hiring Funnels not activated during the Trial Period expire at the end of the Trial Period, except that on an election to continue under Section 7.1 they are governed by Section 7.5. A Hiring Funnel Activated on or before the last day of the Trial Period is treated as activated during the Trial Period for all purposes of this Section 6.2.
(d) Trial Deliverables. During the Trial Period the Client also receives: a kickoff and intake process and an onboarding call at the start of the engagement; Hiring Review Syncs monthly while Hiring Funnels are active; access to "The Friday Pour" newsletter when published; and, upon request, one (1) Employee Engagement Survey and one (1) Labor Cost Checkpoint covering the roles of the included Hiring Funnels. The deliverables under this Section 6.2(d) are provided from the onboarding call regardless of when the Trial Period commences or Hiring Funnels are activated, and a delayed commencement under Section 6.2(a) does not defer them or entitle the Client to their re-performance.
(e) Additional and Post-Trial Funnels. Any Hiring Funnel beyond the included count, or requested after the Trial Period without an election to continue under Section 7.1, is a separate paid order at the Company's then-current Single Hiring Funnel list price. Each such order requires the Client's written request or written approval of activation, is invoiced and payable in full before activation, and is governed by these General Terms including Section 4. No such Hiring Funnel will be activated, and no charge will be imposed, without that request or approval and payment. Orders under this Section are not Entry Products for purposes of Section 6.4.
(f) No Annual Commitment. Acceptance of a Trial Order Form does not obligate the Client to purchase an Annual Package. There is no automatic conversion and no automatic charge beyond the trial fee stated on the Order Form. An election to continue occurs only as provided in Section 7.1.
(g) Non-Conversion Wind-Down. If the Client does not elect to continue under Section 7.1, the engagement ends at the later of the end of the Trial Period and the completion of Hiring Funnels that remain open and the Warming Periods that follow them. Continuation of the engagement under this Section 6.2(g) does not extend the activation deadline in Section 6.2(b) or permit activation of any Hiring Funnel, except a Hiring Funnel Activated against a credit restored under Section 8.2(b). Ownership of deliverables is governed by Section 9.8 and data handling by Section 9.9. After the engagement ends, the Company has no obligation to preserve team assignments, candidate pipelines, integrations, or configurations, and any re-engagement is a new order at then-current pricing.
6.3 Annual Packages
(a) Term. Each Annual Package runs twelve (12) months (the "Annual Term"), commencing on the Effective Date except that, (i) where the Order Form states an Annual Term commencement date, the Annual Term commences on that date and every date computed by reference to the Annual Term runs from that date; and (ii) where the Annual Package is entered into on an election under Section 7.1 or a conversion under Section 7.2, the Annual Term commences as provided in Section 7.4. Notwithstanding Section 5.3, no Hiring Funnel may be Activated before the Annual Term commences.
(b) Automatic Renewal. The Agreement renews for successive twelve (12) month periods (each a "Renewal Term") unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. No more than one hundred twenty (120) days and no fewer than forty-five (45) days before the Client's deadline to give notice of non-renewal under this Section 6.3(b), the Company will give written notice stating the renewal date, the Renewal Term pricing, and the opt-out deadline and method. If the Company adjusts pricing for a Renewal Term, the Client may decline renewal by written notice before that Renewal Term begins. Notices under this Section may be sent by email. The Client's consent to automatic renewal is given by accepting the Order Form. The parties may renew at a different Annual Package by accepting an Order Form for that package with effect from the start of the Renewal Term. A renewal under the preceding sentence is a renewal of the Agreement for all purposes, including Section 6.3(d), and Section 6.3(f) does not apply to it.
(c) Annual Deliverables. In addition to the Hiring Funnel Services: up to twice per term, a Current & Future Organization Map build-out and a Labor Cost Checkpoint for up to five (5) positions; up to four (4) Employee Engagement Surveys per term; Hiring Review Syncs quarterly, conducted monthly during periods with active Hiring Funnels; and access to "The Friday Pour" newsletter when published.
(d) Rollover. Hiring Funnel credits unused during the Annual Term roll over for six (6) months following that term if the Agreement renews. If the Agreement does not renew or is terminated for any reason, unused credits expire on the effective date of expiration or termination.
(e) Insurance. The Client shall maintain during the Annual Term commercial general liability insurance of at least $1,000,000 per occurrence naming the Company as additional insured, provide a certificate within ten (10) days of the Effective Date and at each renewal, use commercially reasonable efforts to add the Company as additional insured under any employment practices liability policy the Client maintains, and give thirty (30) days' notice of cancellation or material change. This Section 6.3(e) applies to Annual Packages only.
(f) Upgrade. The Client may upgrade to a higher-tier Annual Package at any time during the Annual Term. Upon upgrade, the Client shall pay the difference between amounts already paid toward the package price and what would have been owed under the new package for the same period, due at the time of election; all subsequent installments are calculated on the new package price, and additional Hiring Funnels unlock only upon receipt of the catch-up payment. The upgrade is not prorated, and the Client is responsible for the full price of the new Annual Package for the Annual Term regardless of when during that term the upgrade is elected. Upon upgrade, the number of Hiring Funnels included in the new Annual Package replaces the number included in the prior package for the remainder of the Annual Term, and each Hiring Funnel activated against the prior package's included Hiring Funnels, whether closed, in progress, or open under Section 4, counts within the new included total. Hiring Funnel credits rolled over from a prior term under Section 6.3(d) are in addition to the new included total, are unaffected by the upgrade, and expire on the schedule that applied to them before the upgrade. An upgrade does not reset, extend, or modify the Annual Term, any Renewal Term, or the renewal date.
6.4 Entry Product Limit
An Entry Product is available once per company, ever, whether the Single Hiring Funnel or the 90-Day Trial and in either order; a company that has purchased one Entry Product may not purchase the other. "Company" includes the Client and any parent, subsidiary, affiliate, successor, or entity under common ownership or control with the Client, where control means direct or indirect ownership of fifty percent (50%) or more of the voting equity. If the Client or any such related entity purchases an Entry Product in violation of this restriction, the Company may terminate the engagement immediately and retain all fees paid, and the Client shall pay the Company liquidated damages of Five Thousand Dollars ($5,000) in addition to any other remedies available under the Agreement or at law. The parties agree that actual damages from such a breach would be difficult or impractical to ascertain, that this amount is a reasonable estimate of those damages as of the Effective Date, and that it is not a penalty. The mediation requirement in Section 9.17 does not apply to the Company's enforcement of this Section 6.4. The Company may waive this Section 6.4, or reinstate a Hiring Funnel that has expired under Section 6.1, in its sole discretion and in writing. Any such waiver or reinstatement applies only to the instance stated, is not a course of dealing, and does not entitle the Client or any other client to the same treatment on another occasion.
Conversion and Continuation
7.1 Election to Continue (90-Day Trial)
The Client may elect to continue a 90-Day Trial into the Designated Package or a higher-tier Annual Package. The election is made only by the parties' mutual acceptance of a Continuation Order Form identifying the Annual Package and incorporating these General Terms. Notwithstanding Section 1.1, for an election within the Continuation Window, the price of any Annual Package whose price is stated on the Trial Order Form is that stated price, unless the Continuation Order Form states a lower price. An Annual Package whose price is not stated on the Trial Order Form is available at the Company's then-current price. The "Continuation Window" runs from the Trial's Effective Date through the date that is fourteen (14) days after the end of the Trial Period. If the Continuation Window lapses without an election, the right to elect and the credit under Section 7.3 terminate and may not be revived without the Company's written consent. No Hiring Funnel will be activated between the end of the Trial Period and the effective date of the Continuation Order Form, and a Client that elects before the end of the Trial Period avoids any interruption in activation.
7.2 Conversion (Single Hiring Funnel)
The Client may convert a Single Hiring Funnel to any Annual Package, only by the parties' mutual acceptance of a Continuation Order Form identifying the Annual Package and incorporating these General Terms. Notwithstanding Section 1.1, for a conversion within the Conversion Window, the price of any Annual Package whose price is stated on the Single Hiring Funnel Order Form is that stated price, unless the Continuation Order Form states a lower price. An Annual Package whose price is not stated on the Single Hiring Funnel Order Form is available at the Company's then-current price. The "Conversion Window" runs from the Single Hiring Funnel's Effective Date through the date that is fourteen (14) days after the Hiring Funnel's closure under Section 2.4 or, if the Hiring Funnel expires under Section 6.1 without being Activated, fourteen (14) days after that expiry. If the Conversion Window lapses without conversion, the option and the credit under Section 7.3 terminate and may not be revived without the Company's written consent.
7.3 Application of the Credit
Upon an election under Section 7.1 or a conversion under Section 7.2, the price actually paid under the Entry Product Order Form, excluding any surcharge under Section 5.9, is credited in full against the Annual Package price. Where the Client elects Paid in Full, the credit is applied against that payment. Where the Client elects Semi-Annual or any other installment schedule, the credit is applied against the first installment, and any excess is carried forward against successive installments until exhausted. Credited amounts are treated as received payments for the funnel-unlock schedule in Section 5.3.
7.4 Term Commencement
On an election under Section 7.1 or a conversion under Section 7.2, the Annual Term commences on the date the Entry Product engagement commenced under Section 6.1 or Section 6.2(a), as applicable, and every date computed by reference to the Annual Term runs from that date. The Continuation Order Form states the Annual Term commencement date. The Client acknowledges that the period between that date and the election or conversion counts against the Annual Term.
7.5 Funnel Treatment
The Entry Product's Hiring Funnels, whether closed, in progress, or unused, count within the Annual Package's included Hiring Funnel total. Hiring Funnels in progress continue under the Agreement without interruption, Section 4 continues to apply to them, and their Warming Periods run as they would have under the Entry Product. Unused Hiring Funnels carried into the Annual Package may be activated at any time during the Annual Term, and at the end of the Annual Term any that remain unused are treated as unused Hiring Funnel credits under Section 6.3(d). Services already performed under the Entry Product are deemed delivered and will not be re-performed.
7.6 No Walk-Away
The Agreement contains no trial-cancellation or walk-away right for Annual Packages. The Client acknowledges that the Entry Product served as the Client's trial of the Company's services.
7.7 Legacy Entry Agreements
For a Client whose Entry Product was purchased on the Company's legacy Single Hiring Funnel agreement form, execution of a Continuation Order Form incorporating these General Terms satisfies the requirement of Section 5.2 of that legacy form that conversion occur on the Company's then-current form, and any legacy provision waiving a "90-Day Walk-Away" is satisfied by the acknowledgment in Section 7.6.
7.8 No Obligation
An election under Section 7.1 and a conversion under Section 7.2 are each at the mutual discretion of the Client and the Company.
Termination
8.1 Client Commitment
An Annual Package Order Form is a binding commitment for the full Annual Term. The Client has no right to terminate an Annual Package Order Form or the Agreement before the end of that term, and the Agreement provides no trial-cancellation or walk-away right for Annual Packages. Any attempted early termination is a material breach; the Client remains liable for the full balance of the Order Form price and Section 5.5 applies. An Entry Product Order Form ends at the end of its term without further obligation of either party other than obligations that survive under Section 9.16, including any Hiring Funnel that remains open under Section 4. The Client is not obligated to purchase or continue into an Annual Package, no charge arises beyond the fee stated on that Order Form, and that fee is non-refundable in accordance with Section 5.2. Nothing in this Section limits the Client's right to cease active campaigning under Section 6.1 or to close a Hiring Funnel as provided in Section 2.4.
8.2 Termination by the Company for Convenience
(a) Order Form. The Company may terminate an Order Form at any time, for any reason, on written notice. In the case of an Annual Package, the Company will refund an amount equal to the Order Form price divided by the total included Hiring Funnels (the “Per-Funnel Amount”), multiplied by the number of unused Hiring Funnels; a Hiring Funnel is "unused" unless it was activated and resulted in at least one (1) candidate presented to the Client. In the case of an Entry Product, the Company will complete any Hiring Funnel already activated as of the notice date, and the Company will refund the Per-Funnel Amount for each included Hiring Funnel not activated as of the notice date. On payment of a refund under this Section 8.2(a), the Company's obligation under Section 4 ends as to each Hiring Funnel covered by that refund; as to any Hiring Funnel not covered by a refund under this Section 8.2(a), Section 4 continues. In no event may a refund under this Section 8.2 exceed the total fees actually paid by the Client under the applicable Order Form as of the effective date of termination, and no amount is refundable in respect of fees invoiced but not paid. This Section 8.2 does not apply where the Company terminates for cause under Section 8.3.
(b) Individual Hiring Funnel. The Company may terminate an individual Hiring Funnel at any time, for any reason, on written notice. The Hiring Funnel closes upon that notice under Section 2.4(f), and its Hiring Funnel credit is not consumed and is restored for the Client to use on any role title and location, including the same one. A restored credit is a restoration of the original credit rather than an additional one and is governed by these General Terms, including Section 4. Where the Hiring Funnel was included on an Entry Product Order Form, the restored credit may be activated during the fourteen (14) days following the Company's notice, notwithstanding the end of the Trial Period or of the term of that Order Form, and this extension applies once per Hiring Funnel included on that Order Form. Termination under this Section 8.2(b) ends the Company's obligation under Section 4 as to the terminated Hiring Funnel, and no refund is due by reason of it; a Hiring Funnel activated against the restored credit is subject to Section 4.
8.3 Termination by the Company for Cause
The Company may terminate an Order Form or the Agreement immediately on written notice upon the Client's material breach, including non-payment uncured for thirty (30) days after written notice, failure to comply with the exclusivity obligation in Section 3.1(b), three (3) or more instances of failure to meet the feedback or communication obligations in Sections 3.1(a) and 3.1(f), breach of Section 6.4, Section 9.5, or Section 9.7, or any breach the Company reasonably determines causes or threatens significant harm to the Company's business, reputation, or ability to perform. Upon termination for cause, no refund is due, no obligation under Section 4 survives, and all outstanding amounts become immediately due.
8.4 Effect of Termination
Upon expiration or termination of an Order Form for any reason, the Client retains ownership of deliverables completed and paid for as provided in Section 9.8, all outstanding invoices for Services rendered become immediately due, and unused Hiring Funnel credits expire except as expressly provided in Section 6.3(d) and Section 8.2(b).
General Provisions
9.1 Acceptance; Electronic Execution
An Order Form may be accepted by electronic signature, or by checking a box or clicking a button presented with it to indicate agreement, or by completing payment where the Order Form states that payment constitutes acceptance. Each method constitutes valid, binding execution of the Agreement, no handwritten signature is required, and the same terms apply however the Order Form is accepted. The individual accepting represents and warrants that he or she is authorized to bind the Client, and the Company may rely on that representation. The Company retains records of acceptance in the ordinary course, including the Order Form as presented and the version of these General Terms made available at the time of acceptance. These General Terms are made available to the Client with the Order Form or through a link on it. The Company assigns a version identifier to each version of these General Terms and retains a copy of each version it makes available. The version identified on the Order Form governs that Agreement, and if the Order Form does not identify a version, the version made available with the Order Form at the time of acceptance governs.
9.2 Service Standards
(a) Standard of Care. The Company will perform the Services in a professional manner consistent with industry standards. Except as expressly provided in Section 4, the Company does not guarantee any specific outcome, including time to fill, candidate acceptance, or post-hire performance.
(b) Client Cooperation. Successful outcomes depend substantially on the Client's participation. The Company is not liable for delays or failed searches attributable to the Client's failure to meet its Section 3 obligations.
(c) Remedies. Other than the Client's rights under Section 8.2, the Client's sole remedy for the Company's material failure to perform is, at the Company's option, re-performance of the deficient Services or a credit toward future Services equal to the pro-rata value of the affected Hiring Funnel (the Order Form price divided by the total included Hiring Funnels).
9.3 Limitation of Liability
THE COMPANY IS NOT RESPONSIBLE FOR THE ACTIONS, PERFORMANCE, OR SUITABILITY OF ANY CANDIDATE PRESENTED OR ANY INDIVIDUAL HIRED BY THE CLIENT. IN NO EVENT WILL THE COMPANY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, REGARDLESS OF FORESEEABILITY, NOTICE, OR THE THEORY OF THE CLAIM. THE COMPANY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO AN AGREEMENT WILL NOT EXCEED THE GREATEST OF: (A) THE FEES ACTUALLY PAID BY THE CLIENT UNDER THE APPLICABLE ORDER FORM IN THE NINETY (90) DAYS PRECEDING THE DATE THE CLAIM AROSE; (B) TEN THOUSAND DOLLARS ($10,000); AND (C) THE INSURANCE PROCEEDS ACTUALLY AVAILABLE TO THE COMPANY UNDER ITS APPLICABLE POLICIES IN RESPECT OF THE CLAIM, BUT ONLY TO THE EXTENT ACTUALLY PAID BY THE COMPANY'S INSURERS, WHETHER TO THE CLIENT OR ON THE COMPANY'S BEHALF. FOR PURPOSES OF DETERMINING WHETHER, AND IN WHAT AMOUNT, THE COMPANY IS LEGALLY OBLIGATED TO PAY DAMAGES UNDER ANY SUCH POLICY, THIS SECTION 9.3 SHALL BE DISREGARDED. NOTHING IN THIS SECTION LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
9.4 Indemnification
The Client will indemnify, defend, and hold the Company harmless from third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's use of the Services; (b) the actions, performance, or suitability of candidates presented or hired; (c) the Client's employment decisions and practices; or (d) the Client's breach of the Agreement. This obligation does not apply to claims arising solely from the Company's gross negligence or willful misconduct.
9.5 Non-Solicitation
During the term of each Agreement and for twelve (12) months after its expiration or termination, the Client shall not directly or indirectly solicit for employment, hire, or engage as an independent contractor any Company employee who was involved in providing Services to the Client, without the Company's prior written consent. "Solicit" means targeted recruitment directed at a specific Company employee and does not include general job postings not directed at Company personnel. If the Client hires or engages such an employee during the restricted period, whether through solicitation or the employee's voluntary application, the Client shall pay the Company a placement fee equal to twenty-five percent (25%) of the employee's annualized base compensation at departure, due within thirty (30) days of the employee's start date; this fee reflects the Company's recruiting and training investment and is a standard commercial recruitment fee, not a penalty. The Company may seek injunctive or other equitable relief to enforce this Section without posting bond or proving actual damages.
9.6 Mutual Non-Disparagement
The Client agrees not to disparage the Company or its officers, directors, employees, shareholders, or agents in any manner likely to be harmful to them or their business or reputations, and the Company agrees to direct its officers and directors not to disparage the Client in any manner likely to be harmful to the Client's business or reputation. "Disparage" includes false or misleading statements. Nothing in this Section prohibits either party from responding accurately and fully to legal process or from making disclosures protected under federal or state whistleblower provisions.
9.7 Confidentiality
"Confidential Information" means non-public information disclosed by one party to the other in connection with an Agreement, including business plans, pricing, methodologies, candidate pipelines, employee data, organizational structures, compensation information, and financial information, excluding information that is or becomes public through no fault of the recipient, was rightfully known or received without restriction, or is independently developed. The receiving party will protect Confidential Information with at least reasonable care, use it solely for the Agreement, and limit disclosure to personnel bound by obligations at least as protective. The Client acknowledges that the Company's recruiting methodologies, assessment frameworks, screening processes, sourcing strategies, pricing structures, and proprietary tools ("Company Materials") are trade secrets and shall not reverse engineer, copy, or disclose them. These obligations survive for three (3) years after termination, and as to trade secrets for as long as they remain trade secrets under applicable law.
9.8 Deliverables; Intellectual Property
Subject to full payment of all fees due under the applicable Order Form, the Client owns all right, title, and interest that the Company owns and can transfer in the deliverables expressly created for the Client under the Agreement, exclusive of the career page ("Client Deliverables"); until full payment, the Company retains a security interest in them. The Company retains all right, title, and interest in the Company Materials, its pre-existing intellectual property, and all general know-how, methodologies, and techniques developed or refined in providing Services. The Company grants the Client a non-exclusive, non-transferable, royalty-free license to use Company Materials solely as incorporated in Client Deliverables and solely for internal hiring purposes during the applicable term. Feedback provided by the Client is the Company's sole property. The Company may collect and use performance data in anonymized, aggregated form, and may identify the Client and use its name and logo in client lists and marketing materials; testimonials and attributed statements require the Client's prior written approval, not to be unreasonably withheld, and once approved may be used in perpetuity.
9.9 Data Protection; FCRA
The Client acknowledges it is the "end user" of consumer reports obtained on its behalf under the Fair Credit Reporting Act and is solely responsible for required disclosures and authorizations, adverse action notices, and lawful use of background check information; the Company will maintain procedures reasonably designed to comply with the requirements of the Fair Credit Reporting Act applicable to the Company in connection with the Services, and the Client is responsible for compliance with the requirements applicable to the Client as end user. The Client represents it has all rights and consents necessary for the Company to process candidate data. The Company will maintain commercially reasonable safeguards and will notify the Client within seventy-two (72) hours of discovering a data breach affecting Client data. Following termination, the Company may retain candidate data and recruitment records for up to three (3) years for compliance and legitimate business purposes.
9.10 Independent Contractor
The Company is an independent contractor; nothing creates a partnership, joint venture, agency, or employment relationship. Candidates are presented for engagement as the Client's W-2 employees unless the Client specifies otherwise in writing before activation of the applicable Hiring Funnel; the Client is solely responsible for classification decisions and compliance with worker classification laws.
9.11 Notices
Notices must be in writing and delivered by email to the addresses on the Order Form or as later designated in writing, and are deemed delivered on confirmed transmission if sent before 5:00 p.m. recipient local time on a Business Day, otherwise the next Business Day.
9.12 Force Majeure
The Company is not liable for delays or failures caused by circumstances beyond its reasonable control, including acts of God, pandemics, government actions, labor disputes, internet failures, cyberattacks, or third-party platform disruptions. If such an event continues more than sixty (60) days, either party may terminate on written notice, and the Client will pay for Services rendered through termination, subject to Section 5.2.
9.13 Assignment
The Client may not assign the Agreement without the Company's prior written consent. The Company may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. The Agreement binds permitted successors and assigns.
9.14 Amendment; Versions
The Company may publish updated General Terms from time to time; updates apply only to Order Forms accepted after publication. Each accepted Order Form remains governed by the version it identifies. An existing Agreement may be amended only by a written instrument signed by both parties.
9.15 Waiver; Severability
No failure or delay in exercising a right is a waiver, and no waiver is effective unless in a signed writing. If any provision is held invalid, the remainder continues in force and the parties will negotiate a valid replacement approximating its intent.
9.16 Survival
The following survive expiration or termination: Sections 4, 5.2, 5.4 through 5.7, 6.4, 8.2 (solely as to the Company's refund obligation and any credit restored under Section 8.2(b)), 8.4, 9.2(c), 9.3 through 9.9, 9.11, and 9.14 through 9.19, together with accrued payment obligations.
9.17 Governing Law; Mediation; Jurisdiction
The Agreement is governed by California law, without regard to conflicts principles. Before initiating any legal proceeding arising out of or related to the Agreement, the initiating party must first submit the dispute to mediation administered by JAMS or another agreed mediator in Los Angeles County, California, with costs split equally; good-faith participation requires a mediation brief and attendance by a representative with authority to settle for the full amount demanded. A party that files without first mediating in good faith may not recover attorneys' fees, costs, or expenses regardless of outcome. Disputes not resolved in mediation will be resolved exclusively in the state or federal courts in Los Angeles County, California, and the parties consent to their jurisdiction. The prevailing party in any legal proceeding is entitled to reasonable attorneys' fees and costs. This Section does not apply to collections under Section 5.7 or enforcement under Section 6.4.
9.18 Client Representations
The Client represents and warrants that: it is duly organized, validly existing, and in good standing; it has full power and authority to enter into and perform the Agreement; execution and performance violate no law or agreement binding on it; the individual accepting is authorized to do so; all information provided to the Company is accurate and complete in all material respects; and its representations regarding the Entry Product Limit in Section 6.4 are true. The Client will promptly notify the Company of material changes.
9.19 Entire Agreement; Precedence; Counterparts
The Agreement (the Order Form together with the incorporated version of these General Terms, any Continuation Order Form) is the entire agreement of the parties on its subject matter and supersedes prior agreements and understandings, subject to Section 7.7 as to legacy Entry Agreements. Precedence is as stated in Section 1.1. Order Forms and amendments may be executed in counterparts, and electronic signatures and acceptances have the same effect as originals.