1. Scope of Services

 

(AGENCY) provides Recruitment services, including providing the (COMPANY) with information concerning applicants whom the (COMPANY) agrees to consider for employment. The applicants presented by the Agency are identified through its network of contacts, and effective recruiting tools.

 

2. Commercial Terms

 

2.1 Incorporation by Reference:

All commercial and financial terms applicable to the services rendered under this Agreement are detailed in Appendix B - Commercial Terms, which forms an integral part of this Agreement and is incorporated herein by reference. These terms are deemed accepted and binding upon the Parties upon execution of this Agreement.

 

2.2 Fee Structure:

In consideration of the services rendered by the (AGENCY), the (COMPANY) agrees to pay a one-time success-based placement fee calculated in accordance with the fee schedule prescribed in Appendix B to this Agreement.

 

The placement fee shall be based on the candidate’s total annual gross salary, which includes the base salary and all fixed, contractually guaranteed monthly allowances such as housing, transportation, and other recurring financial support as stipulated in the employment offer. It expressly excludes any discretionary bonuses, commissions, performance incentives, equity grants, or one-time payments.

 

The fee shall become due upon the candidate’s confirmed commencement of employment or engagement with the (COMPANY), regardless of the nature or duration of the contractual arrangement and shall be invoiced in accordance with the payment terms set forth herein and in Appendix B.

 

2.3 Payment Terms and Tax Obligations

All invoices issued under this Agreement shall be payable within the timeframe specified in Appendix B, calculated from the date of invoice issuance. Payment shall be made in full and in cleared funds to the (AGENCY)’s designated bank account, without any deduction, counterclaim, or set off for any reason whatsoever.

 

All amounts payable by the (COMPANY) are stated exclusive of any applicable taxes, including but not limited to Value Added Tax (VAT), which shall be added to the invoice where required by law. If the (COMPANY) is required by law to withhold any tax or levy on payments due to the (AGENCY), the (COMPANY) shall be responsible for such withholding and shall gross up the payment amount to ensure that the (AGENCY) receives the full invoiced sum, free from any such deductions.

 

2.4 Precedence and Amendment

In the event of any conflict or inconsistency between the provisions of this “Clause 2” and those set forth in Appendix B, the provisions of Appendix B shall prevail with respect to all commercial and financial matters.

 

No variation, amendment, or modification of the commercial terms contained in this Agreement or its Appendices shall be valid unless made in writing and executed by authorized representatives of both Parties.

 

3. Terms and Procedure

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(COMPANY) agrees to notify (AGENCY) when it issues an employment offer to an applicant and again when the applicant accepts an offer. (COMPANY) will provide (AGENCY) by email copies of the offer letter and written acceptance. The fee is earned if an applicant joins the job offered by (COMPANY) or any of its affiliates on a permanent, contract or consulting basis at any time within one year of the date the applicant is submitted to (COMPANY).

 

4. Confidentiality

 

(COMPANY) agrees to keep confidential the identities and Information presented by the (AGENCY) concerning applicants and to use this information solely for the purpose of (COMPANY)’s consideration of these applicants.

 

5. Warranty

 

(AGENCY) does not guarantee the performance of any applicant who may be hired by (Company). If the applicant voluntarily leaves or is discharged by the (COMPANY) within 90 days from the date of employment or commencement of contract work, (AGENCY) will make every effort to find a suitable replacement at no cost, provided that (COMPANY) has paid (AGENCY)’s Fee in full in accordance with the net terms of this Agreement. This warranty does not apply if:

 

• (COMPANY) does not provide (AGENCY) the exclusive opportunity to replace the applicant within a 3-month period.

• The applicant is discharged by (COMPANY) following a layoff, downsizing, or reorganization of the position.

• The applicant is discharged following the (COMPANY)’s involvement in sale or merger.

• The (COMPANY) decided to postpone, close, or for any other reason does not want to replace the applicant.

 

6. Liabilities

 

The (COMPANY) is hereby requested to observe the candidate’s right to protect confidentiality of the information and privacy, and the (AGENCY) assumes no liability as to incorrectness or omission in the information supplied by the applicant. The (AGENCY) assumes no liability for the failure of the candidate to obtain a work visa or security approvals. The (COMPANY) shall be responsible for obtaining visas and preparation of duly legalized contracts for any approved applicant and to send them to the (AGENCY). The (COMPANY) shall also be responsible for the fulfilment of any requirements or qualifications required by law.

 

7. Role Exclusivity and Compensation

 

7.1 Assignment of Role:

For the purposes of this Agreement, the (COMPANY) must assign the specific role or roles ("the Role") in writing to (AGENCY). Any Role not specifically assigned in writing shall not be governed by the terms of this Agreement.

 

7.2 Exclusivity:

Once a Role has been assigned in writing to (AGENCY), the (COMPANY) acknowledges that no other recruitment agency or service shall be contracted or engaged to fill the assigned Role for the duration of our engagement.

 

7.3 Closure or Alternate Engagement:

If, during the period of our engagement, an assigned Role is closed, discontinued, or filled without a valid and mutually agreed reason, or if the Role is filled by another recruitment agency or service, the (COMPANY) agrees that such actions would constitute a breach of this Agreement.

 

7.4 Compensation:

In the event of a breach of this Agreement as described in Clause 7.3 above, the (COMPANY) agrees to compensate (AGENCY) a fee equivalent to 30% of the expected placement fee or 15,000 AED (Dhs Fifteen Thousands), whichever is higher. This compensation acknowledges the efforts, time, and resources already invested by (AGENCY) in the recruitment process for the Role.

 

7.5 Notification:

The (COMPANY) shall promptly notify (AGENCY)in writing if an assigned Role is closed, discontinued, or if they intend to engage another agency for the Role during our period of engagement.

 

7.6 Dispute Resolution:

Any dispute arising from this Clause shall be resolved through mutual discussions, and if an amicable solution cannot be reached, then the dispute shall be subject to Clause 10.

 

8. Candidate Feedback and Partial Payment

 

8.1 Submission of Candidate Reports:

Upon (AGENCY)'s submission of candidate reports to the (COMPANY), the (COMPANY) has an obligation to provide detailed feedback regarding the suitability of the presented candidates.

 

8.2 Feedback Window:

 The (COMPANY) agrees to provide (AGENCY) with feedback concerning the submitted candidate reports within thirty (30) calendar days from the date of submission.

 

8.3 Partial Payment for No Feedback:

In the event the (COMPANY) does not provide feedback within the stipulated thirty (30) calendar day period as set out in Clause 8.2, (AGENCY) reserves the right to invoice and the (COMPANY) agrees to pay a partial payment equivalent to 30% of the expected placement fee for the role in question. This charge compensates for the time, effort, and resources expended by (AGENCY) in the identification, vetting, and presentation of candidates.

 

It is imperative to underscore that this 30% partial payment shall be expressly subtracted from the final settlement amount, thereby ensuring a judicious and transparent transaction to the satisfaction of both parties.

 

8.4 Dispute Resolution:

Any disputes arising from or related to this Clause will be resolved through mutual discussions. If the parties cannot reach an amicable resolution, then the dispute will be subject to Clause 10.

 

9. Term and Termination

 

This Agreement shall enter into force upon signature. It remains in effect for a period of (12) months and shall be automatically renewed for successive terms unless either Party delivers a notice to the other at least One (1) month prior to the expiration of the initial term or any renewed period. Upon termination of the Agreement, the (AGENCY) is entitled to a Fee for any applicant submitted prior to the date of notification and hired within 365 days (about 12 months) thereafter.

 

10. Governing Law

 

This Agreement shall be governed by and construed in accordance with the laws of the (COMPANY)’s country of incorporation as set forth in Appendix A, and any disputes shall be submitted to the exclusive jurisdiction of the courts of that country.

 

11. Additional Matters

 

From the Effective Date and extending to two years after the Termination Date of the service agreement, the (COMPANY) is prohibited from, without first obtaining the (AGENCY)'s written approval, either directly or indirectly:

 

• Solicit or encourage any employee of the (AGENCY) to terminate their employment or discontinue any other service with the (AGENCY) or its Affiliates.

• Retain, on behalf of the (COMPANY) or any other individual or entity, any employee who has terminated their employment with the (AGENCY) within a one-year period following the termination of said individual's employment with the (AGENCY).

 

12. Entire Agreement

 

This writing constitutes the entire Agreement of the parties with respect to the placement of applicants for employment at (COMPANY) and may be amended only by a writing signed by (AGENCY) and (COMPANY). This Agreement supersedes any prior agreement between (AGENCY) and (COMPANY), and any prior agreements are null and void.

 

These Terms and Conditions shall be deemed effective as of the date they are made publicly available by the (AGENCY) and shall apply to each (COMPANY) engagement upon the execution of the corresponding Appendices.