Standard Terms and Conditions USA - Permanent

Frank Recruitment Group Inc. Permanent Recruitment Standard Terms and Conditions (“STCs”) 

Last Modified: May, 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”). 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. 

1. 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.   
2. 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.  
3. 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.   
4. 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. 
5. 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.   
6. 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. 
7. 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; (iv) shall continue until terminated in writing by either party; and (v) is governed by the laws of the State of Florida. The Parties shall bring all disputes or proceedings related in any way to the Agreement in the federal or state courts located in (a) Hillsborough County, Florida or (b) the county of the Client’s principal place of business or legally registered address. Any provision hereunder which by its nature would survive termination, so shall survive. EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY.  
8. Client represents that neither it nor its employees, officers or representatives are on the Specially Designated Nationals and Blocked Persons list regularly updated by the Office of Foreign Assets Control (“OFAC”) of the Department of Treasury, or otherwise restricted from doing business hereunder by any governmental sanction or action. The parties shall comply with equal opportunity and government procurement laws and regulations, including 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a), if applicable. 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. 

 

[END OF STCs]