Frank Recruitment Group Inc. / Groupe de Recrutement Frank Inc. Permanent Recruitment Standard Terms and Conditions (“STCs”)

Last Modified: April, 2024

These STCs shall govern the Permanent Recruitment Order Form (“Order Form”) entered into by and between FRG and the Client identified on the fully executed Order Form, and including any attachments incorporated thereto by link or reference. For the avoidance of doubt, references hereunder to the “Order Form” shall include these STCs (collectively the “Agreement”)1. Except as modified and mutually agreed in writing by the Parties, the order of governance is as follows: (a) these STCs and (b) the Order Form. Unless otherwise defined hereunder, all capitalized terms used herein shall have the meanings ascribed to them in the Order Form.

A referral is deemed to have taken place upon FRG’s provision of any identifying information about a Candidate to Client (a “Referral”). Client shall provide FRG with all vacancy information reasonably necessary to ensure FRG makes suitable Referrals. If Client or a Client affiliate hires or retains a Candidate within the representation period set forth in the Order Form, the Agreement is deemed accepted by Client and Client shall pay a Permanent Fee to FRG for such Placement.
A Permanent Fee may not be considered earned if, within five (5) days of the Referral, Client provides documentation demonstrating, to FRG’s satisfaction, that (i) another source introduced Candidate to Client; or (ii) Candidate applied directly to Client, and in either case Client was in reciprocal communication with such Candidate within the fourteen (14) day period immediately preceding the Referral.
The Guarantee Period is inapplicable if: (i) the cause of termination is a layoff or otherwise unrelated to the Candidate’s qualifications, capability, or conduct; (ii) Client fails to notify FRG in writing within 7 days of termination; or (iii) Client fails to pay the Permanent Fee in accordance with the Agreement.
Client shall pay FRG any sales or similar taxes, if applicable. If FRG retains a third party for the purpose of collecting amounts owed hereunder or otherwise enforcing its rights hereunder, Client shall reimburse FRG for all such costs and expenses including without limitation attorneys’ fees and costs.
Client shall be given access to and/or acquire certain confidential information about FRG and Candidates including Candidate personally identifiable information, Candidate references, and resumes (“Confidential Information”). Confidential Information shall only be used by Client for the sole purpose of conducting business with FRG and may not be furnished to third-parties without FRG’s advanced written consent. Client will implement all reasonable safeguards to protect Confidential Information from unauthorized disclosure, access, alteration, or deletion. If any of the aforementioned events occur, Client shall immediately notify FRG in writing.
Client is ultimately responsible for ensuring the suitability and capability of a Candidate for Placement. It is at Client’s sole discretion to hire or retain a Candidate and Client is fully liable for its hiring decisions. Client acknowledges that FRG is not under any circumstances liable for the acts or omissions of a Candidate.
Notwithstanding anything to the contrary herein, and to the fullest extent permitted by law, (i) each party’s total respective liability shall be limited to the amounts actually paid or payable by Client to FRG hereunder during the six (6) month period immediately prior to the occurrence of the set of facts and circumstances first giving rise to the claim(s) on which such liability is based and (ii) under no circumstances shall either party be liable to the other party for any indirect, punitive, special, exemplary or consequential damages, even if such party knew or should have known, or has been advised of the possibility of such damages or if such damages were foreseeable to such party.
This Agreement (i) constitutes the only agreement between the parties with respect to the subject matter herein; (ii) can only be amended in writing by an authorized representative of both parties; (iii) may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument; and (iv) shall continue until terminated in writing by either party. The parties shall comply with all applicable equal opportunity and government procurement laws and regulations, including without limitation the Canadian Human Rights Act and Employment Equity Act. Neither party, nor its employees, shall give, offer, or receive any bribe or gift to or from the other party above a de minimis value considering the circumstances. Client represents that neither it nor its employees, officers or representatives are listed, named, or designated under Canada’s Special Economic Measures Act, Justice for Victims of Corrupt Foreign Officials Act, Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism, or the Consolidated Canadian Autonomous Sanctions List, or otherwise restricted from doing business hereunder by any governmental sanction or action.
The parties shall bring all disputes or proceedings related in any way to the Agreement in the federal or provincial courts located in Toronto, ON. Any provision hereunder which by its nature would survive termination, so shall survive. EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY.

[END OF STCs]

Exhibit A- Alberta Compliance Requirements

As part of the STC’s, the following terms and conditions shall apply for any permanent Recruitment Services provided to Client in Alberta, Canada. Capitalized terms herein shall have the meanings ascribed to them in the Agreement.

Alberta Regulations. Section 12 of the Alberta Employment Agency Business Licensing Regulation prohibits an employment agency business operator from directly or indirectly demanding or collecting a fee, reward or other compensation (a) from an individual who is seeking employment or from another person on that individual’s behalf, (b) from an individual who is seeking information respecting employers seeking employees or from another person on that individual’s behalf, (c) from an individual for securing or attempting to secure employment for the individual or providing the individual with information respecting any employer seeking employees or from another person on that individual’s behalf, or (d) from an individual for evaluating or testing the individual, or for arranging for the individual to be evaluated or tested, for skills or knowledge required for employment, where the individual or the employment is in Alberta, or from another person on that individual’s behalf. An employment agency business operator shall enter into an agreement with the employer before securing employment for the individual, or any other action as described in 4(d) above. The agreement must include a phone number and postal address, and email for the agency and agent that may act on behalf of the agency and contain above statement.
EEO. The parties shall comply with all applicable equal opportunity and government procurement laws and regulations, including without limitation the Canadian Human Rights Act and Employment Equity Act.
Anti-bribery. Neither party, nor its employees, shall give, offer, or receive any bribe or gift to or from the other party above a de minimis value considering the circumstances.
Prohibited Transactions. Client represents that neither it nor its employees, officers or representatives are listed, named, or designated under Canada’s Special Economic Measures Act, Justice for Victims of Corrupt Foreign Officials Act, Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism, or the Consolidated Canadian Autonomous Sanctions List, or otherwise restricted from doing business hereunder by any governmental sanction or action

Exhibit B- Quebec Compliance Requirements

As part of the STC’s, the following terms and conditions shall apply for any permanent Recruitment Services provided to Client in Quebec, Canada. Capitalized terms herein shall have the meanings ascribed to them in the Agreement.

Section 9 of the STC’s shall be deleted in its entirety and replaced with the following:

“This Agreement shall be governed by the laws of the Province of Quebec, and the laws of Canada applicable therein. The parties hereby irrevocably submit to the exclusive jurisdiction of the Quebec courts with respect to any action or proceeding arising out of this Agreement, or any matter arising therefrom or relating thereto. Any provision hereunder which by its nature would survive termination, so shall survive.”

The following shall be added as Section 10 of the STC’s:

“Language. Client confirms that FRG has presented Client with this Agreement in French and that the Parties have expressly requested and agreed that this Agreement be drawn up in English only. Furthermore, the Parties have also requested and agreed that all related documents to this Agreement, including notices and communications, be exclusively drawn up in English. Les Parties ont expressément demandé et accepté que cette Entente soit rédigée uniquement en anglais. De plus, les Parties ont également demandé et accepté que tous les documents liés à cette Entente, y compris tous les avis et communications, soient exclusivement rédigés en anglais. ”

[1] The terms and conditions for any Recruitment Services provided in Quebec, Canada shall be listed in Exhibit B.