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My Sales Agency Ltd, Ibex House, Baker Street, Weybridge, England, KT13 8AH trading as “Fetched.ai”.

 

Terms and Conditions for the Supply of Permanent Staff

 

1. Definitions

 

1.1 In these terms and conditions the following words have the meanings that are assigned to them below:

 

1.1.1 ‘Business Day’ shall mean any day that is not a Saturday, Sunday or any public or bank holiday in England;

 

1.1.2 ‘Candidate’ shall mean any individual, firm, corporation or other person that is introduced by Fetched.ai to a Client in order for them to be considered for an Engagement and, in the case of a corporation or other such person it shall include their employees and officers. It also includes employees of Fetched.ai who are so introduced;

 

1.1.3 ‘Client’ shall mean any individual, firm, corporation or other juristic person who approaches or enters in to discussions with Fetched.ai with a view to Engaging or otherwise employing any Candidate or potential Candidate or to whom the Candidate is introduced by Fetched.ai for the purposes of an Engagement;

 

1.1.4 ‘Engagement’ shall mean the engagement, employment, hire or other use of the Candidate by the Client or by any third party on a permanent, temporary or other basis, whether under a contract of service or a contract for services; under an agency, licence, franchise or partnership agreement; or any other engagement; whether directly, indirectly or through a corporation or other such person of which the Candidate is an officer or employee and ‘Engaged’ shall have a similar meaning;

 

1.1.5 ‘Introduction’ shall mean either (i) the Client’s interview of a Candidate whether in person, by telephone, by video conference or other means and which takes place after the Client’s instruction to Fetched.ai to search for a Candidate; or (ii) the passing to the Client of a curriculum vitæ or any other information concerning the Candidate where that Candidate is subsequently Engaged by the Client and ‘Introduced’ shall have a similar meaning;

 

1.1.6 Fetched.ai shall mean My Sales Agency Ltd and/or any of its subsidiary or associated companies, whether or not such company exists at the time this agreement is entered into;

 

1.1.7 ‘Month’ shall mean a calendar month;

 

1.1.8 ’Remuneration’ shall mean base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Candidate for their services rendered to or on behalf of the Client or to any subsidiary or associated company or to any third party to whom the Candidate’s details were passed by the Client other than the use of a motor car; 

 

1.1.9 ‘Week’ shall mean 7 consecutive days.

 

2. The Candidate’s Suitability & References

 

2.1 Fetched.ai will reasonably endeavour to ensure that any Candidate introduced to the Client for the purposes of an Engagement is suitable for the position the Client seeks to fill and, to that end, Fetched.ai will obtain confirmation of the Candidate’s identity, their experience, training and qualifications and their willingness to accept the Engagement. The Client accepts that Fetched.ai cannot warrant the suitability of the Candidate nor can Fetched.ai guarantee that it will be able to find a suitable Candidate for the Client’s vacant position.

 

The profiles and personal information of candidates introduced to Client by Fetched.ai remain the intellectual property of Fetched.ai, even if Client does not proceed with the hiring of a particular candidate.  Client agrees and accepts that the candidate profiles cannot be used as the basis for direct recruitment outside of this agreement without the consent of Fetched.ai and applicable fees being rendered as per these terms.

 

2.2 At the same time as proposing a Candidate to the Client, Fetched.ai will reasonably endeavour to inform the Client of such matters in clause 2.1 as they have been able to confirm at the time. Where such information cannot be given in writing Fetched.ai will reasonably endeavour to confirm the information in writing to the Client by the end of the third Business Day thereafter, save that where the Candidate is being proposed for a position which is the same as the one in which the Candidate has worked within the previous 5 business days and such information has already been provided to the Client, Fetched.ai shall not be required to confirm the information in writing.

 

2.3 Prior to introducing or supplying any Candidate to a Client, Fetched.ai will take all such steps as are reasonably practicable to ensure that the Client and Candidate are aware of any requirements imposed by law, or by any professional body, which must be satisfied by the Client or the Candidate in order to enable the Candidate to work for the Client in the vacant position which the Client seeks to fill.

 

2.4 Fetched.ai will make all such enquiries as are reasonably practicable in the circumstances to ensure that it would not be detrimental to the interests of either the Candidate or the Client for the Candidate to work for the Client in the vacant position which the Client seeks to fill.

 

2.5 Notwithstanding the foregoing, the Client shall satisfy itself as to the suitability of any Candidate and the Client shall contact any of the Candidate’s referees whose details the Client has received before engaging the Candidate. The Client is ultimately responsible for the decision to engage the Candidate. 

 

2.6 Fetched.ai may agree to provide assistance with such matters, but the Client shall remain solely responsible for obtaining work permits and/or such other permission to work as may be required for the Candidate to be Engaged by the Applicant, for the arrangement of medical examinations and/or investigations into the medical history of any Candidate, and providing  such information or documents about the Candidate to the necessary persons or authorities as may by necessary to satisfy any medical and other requirements, qualifications or permissions required by law of the country in which the Candidate is Engaged to work.

 

2.7 The Client shall provide Fetched.ai with details of its identity (including the Client’s full name and business address),  the position which the Client seeks to fill, including the type of work that the Candidate would be required to do, the location and hours of work, the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position, and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks. In addition the Client shall provide details of the date upon which the Client requires the Engagement to commence, the duration or likely duration of the Engagement, the minimum rate of remuneration, expenses and any other benefits that would be offered, the intervals of payment of remuneration and the length of notice that the Candidate would be required to give and entitled to receive to terminate the Engagement with the Client.

 

2.8 Where the Candidate is required by law, or any professional body to have any qualifications or authorisations to work in the position which the Client seeks to fill or the work involves caring for or attending one or more persons under the age of eighteen or any person who by reason of age, infirmity or otherwise is in need of care or attention, Fetched.ai will take all reasonably practicable steps to confirm that the Candidate is not unsuitable for the position concerned and to obtain and offer to provide copies of any relevant qualifications or authorisations of the Candidate as well as two references from persons not related to the Candidate who have agreed that the references they provide may be disclosed to the Client.  If Fetched.ai is unable to do any of the above it shall inform the Client accordingly and further inform them of the steps it has taken to comply with such requirements. 

 

2.9 The Client hereby appoints Fetched.ai as their agent with authority to contract with the Candidate on their behalf.   

 

3.  Fees & Notices

 

3.1 The Client shall: 3.1.1 pay Fetched.ai a monthly recurring fee as per the schedule referenced in 3.4, if it Engages or offers to Engage a Candidate within 9 months of their Introduction;

 

3.1.2 Notify Fetched.ai immediately of its decision to make an offer of an Engagement to the Candidate and provide Fetched.ai with details of the Remuneration. Fetched.ai will make the offer on the Client’s behalf and notify the Client when its offer of an Engagement to the Candidate has been accepted;

 

3.1.3 Fetched.ai will raise an invoice immediately upon verbal or written acceptance by the Candidate of any form of employment offer from the client. The first payment after offer acceptance is due 14 days before the candidates’ targeted start date.

 

3.2 If payment is received late and not within Fetched.ai’s stipulated payment terms:

 

3.2.1 the Client shall lose its entitlement to any previously agreed refund and shall lose any entitlement under these terms and conditions to a refund or rebate in any circumstances; and

 

3.2.2 Fetched.ai will exercise its statutory right to claim interest on any overdue balance and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 or any future re-enactment or subsequent amending or superseding legislation.

 

3.3 The Client shall raise any invoice queries immediately upon receipt of the invoice, and then confirm these in writing as soon as possible and no later than 14 days of the date of the invoice. If Fetched.ai is not so informed of any disputed item on an invoice together with the reasons the item is disputed, the Client shall pay the invoice in full. 3.4 The fee payable to Fetched.ai by the Client following an Introduction resulting in an Engagement will be calculated as a fixed monthly recurring rate as per the schedule in 3.4.
 

3.4 Pricing and Packaging

Below are our pricing tiers based on role seniority. These are example job titles that are representative of seniority, although subject to individual companies’ naming conventions, the levelling is subject to change, with a final determination coming from Fetched.ai.

 

These rates will remain fixed for a period of 12 months from the date of Client signature for any Candidates engaged during that term. After 12 months, Fetched.ai reserves the right to update or amend pricing at its sole discretion. Updated pricing will only apply to new Candidate engagements and will not affect existing active engagements locked into previous rates.

 

Level 1 - Entry Level | 0 - 2 Years Sales Experience: Sales Development Representative (SDR) / Business Development Representative (BDR)

£2,000 per month UK | $2,400 per month US | 9,500 AED per month UAE

Level 2 - Junior Sales | 0 - 2 Years Sales Experience: SMB Account Executive, Commercial Account Executive, Inside Sales Representative

£2,000 per month UK | $2,400 per month US | 9,500 AED per month UAE

Level 3 - Mid Level Sales | 3 - 5 Years Sales Experience: Mid-Market Account Executive, Account Executive, Partner Sales Executive, Sales Executive, Account Manager, Territory Account Manager

£2,500 per month UK | $3,000 per month US | 12,000 AED per month UAE

Level 3 Plus - Junior Managers | 0 - 2 Years Leadership Experience: Head of Business Development, Sales Development Manager (SDR Manager), Team Leader

£2,500 per month UK | $3,000 per month US | 12,000 AED per month UAE

Level 4 - Senior Sales| 5+ Years Sales Experience: Enterprise Account Executive, Strategic Account Executive, Global Account Manager, Key Account Manager

£3,000 per month UK | $3,500 per month US | 14,000 AED per month UAE

Level 5 - Management | 3 - 5 Years Leadership Experience: Regional/Area/National Sales Manager over Level 4, Sales Director, Senior Sales Director.

£4,000 per month UK | $4,500 per month US | 19,000 AED per month UAE

Level 6 - Executive | 5+ Years Leadership Experience: VP Sales, GM (General Manager), Chief Commercial Officer (CCO), Head of Sales, Chief Revenue Officer (CRO), Chief Sales Officer (CSO).

 

£5,000 per month UK | $5,500 per month US | 24,000 AED per month UAE

3.5 Any role levelling will be defined and determined solely by Fetched.ai

 

3.6 If, after an offer of Engagement has been made to the Applicant, the Client decides for any reason to withdraw it, the Client shall pay Fetched.ai a minimum fee of 50% of the fee that would have been payable had the offer not been withdrawn. If the Client subsequently Engages the Candidate within 9 calendar months of withdrawal of the offer, the Client shall pay the difference between any sum that it has paid and the full fee.

 

3.7 Where the fee has been prorated for an Engagement of less than 12 months duration, if the Engagement is extended beyond the initial fixed term or if the Client re-engages the Candidate within 9 calendar months from the date of termination of the first Engagement then the Client shall pay the appropriate fee calculated according to the scale of fees above less any sum it has already paid. 

 

3.8 The rates and fees schedule defined in this agreement can be renegotiated on mutual agreement between Fetched.ai and Client on or after the 12 month period from commencement date of original Engagement to allow for recalibration based on market dynamics and other external influences on the talent acquisition landscape.

 

3.9 In addition to the placement fees, Fetched.ai offers optional Ongoing Coaching Services for hired candidates. This includes weekly 1 hour group coaching sessions with a designated sales coach.

 

All advice and information provided in the coaching sessions is intended for the candidates' consideration only to use at their own discretion. Clients and candidates maintain full autonomy and responsibility regarding any information they choose to leverage from the coaching sessions and implementation of coaching advice. Candidates are fully liable for any consequences resulting from information or guidance provided in the coaching sessions that they independently decide to move forward with.

 

3.10 Clients enter into a 12 month agreement upon signing these terms of service.

 

3.11 Clients may terminate the agreement early with 1 month's written notice if the hired candidate leaves the client's employment for any reason, either by choice or termination by the client, within the initial 12 month period.

 

3.12 In the event of early termination under section 3.11 above, the client remains liable to pay the applicable monthly fee for the 1 month period following the notice of termination, after which no further payments are due.

 

3.13 After the initial 12 month commitment, the agreement will auto-renew on a rolling monthly basis, during which the client will be charged 25% of the applicable candidate monthly fee to cover the Ongoing Coaching Services stipulated in section 3.9 for continued training support of the candidate, unless cancelled by the client.

 

3.14 The client may terminate the monthly auto-renewal at any time after the initial 12 month period by providing 1 month's written notice. The agreement can also be terminated without auto-renewal during the initial term upon notice to support@fetched.ai.

 

3.15 Outside of termination under section 3.11, cancellation policies in section 3.6 continue to apply during the initial 12 month term.

3.16 In addition to recruitment services, Fetched.ai offers consulting services to assist clients with sales strategy, go-to-market planning, assessments, audits, and establishing sales processes and best practices.

3.17 Consulting services are charged on a monthly basis based on a 12-month contracted period. The full 12-month contracted amount is owed regardless of early termination by the Client.

3.18 Pricing for consulting services is bespoke and will be detailed in a separate proposal document. Client acceptance of a consulting services proposal incorporates these services under this agreement.

3.19 Fetched.ai will issue the first invoice for consulting services no more than 14 days before the agreed start date of the services. The first payment must be received by Fetched.ai at least 5 working days before the commencement of the consulting services for the services to proceed.

3.20 Subsequent monthly invoices will be issued 30 days after the commencement date of the consulting services, recurring over the 12-month contracted period.

3.21 All consulting services invoices have a standard 30 day payment term from the invoice date, as per the remainder of the terms herein.

3.22 Consulting services may include but are not limited to: sales strategy development, sales capability assessments, sales process audits and optimization, go-to-market planning, account planning, and sales tools and systems implementation.

3.23 Consulting services are subject to the general terms and conditions outlined herein except where a 12-month commitment is specified without early termination rights.

 

4.  Third Parties

 

4.1 Introductions of Candidates and all information relating thereto are confidential.  The disclosure by the Client to a third party of any details regarding a Candidate introduced by Fetched.ai which results in an Engagement with that third party within 9 months of the Introduction shall render the Client liable to pay to Fetched.ai an amount equivalent to Fetched.ai’s fee as set out in the pricing and packaging section with no entitlement to any refund or rebate.

 

If Client directly hires or engages with a candidate introduced by Fetched.ai without going through the designated recruitment process outlined herein, or hires said candidate by using profile information gained from Fetched.ai within a period of 9 months of introduction, then full placement fees calculated as per these terms will be owed immediately to Fetched.ai by Client.

 

5.  Advertising Charges

 

5.1 Where Fetched.ai or its agents provide an agreed advertising service to the Client, all research, design and production charges are payable by the Client. Advertising charges are payable within 14 days of the date of any invoice rendered. 

 

5.2 Should the Client wish to cancel an advertisement, notice of the cancellation must be provided in writing.  Fetched.ai will endeavour to cancel the advertisement before going to press in order to avoid cancellation charges, however the Client will remain responsible for any costs incurred.

 

5.2 For any candidate advertising services rendered, Client shall provide 30 days written notice for cancellation or pausing of any advertisements or Candidate search mandates. Client remains responsible for all creative, design, production, and placement costs incurred during the notice period. Prior costs committed for advertising campaigns based on Client budgets cannot be cancelled or refunded after Client sign off but publication duration may be shortened by 30 day minimum notice.

 

6.  Other Charges

 

6.1 Where Fetched.ai or its agents agree to assist the Client to obtain work permits, professional registrations, pre-entry clearance or the like for any Candidate, all charges incurred in relation thereto are payable by the Client. Such charges are payable within 30 days of the date of any invoice presented to the Client.  The Client shall pay any charges in respect of disbursements to be incurred or which have been incurred immediately upon demand by Fetched.ai 

 

7.  Refunds and Rebates

 

7.1 No refunds or rebates will be due to clients for early termination for any reason under these terms of service, which allow for cancellation at any time during or the initial 12 month commitment with 1 months’ notice.

 

8.  Limitation of Liability

 

8.1 Neither Fetched.ai nor any of its staff shall be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected to an Introduction or Engagement and, in particular, but without limitation to the generality of the foregoing, any such loss, injury, damage, expense or delay arising from or in any way connected with:

 

8.2 Failure of the Candidate to meet the requirements of the Client for all or any of the purposes for which he is required by the Client;

 

8.2.1 any act or omission of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;

 

8.2.2 any loss, injury, damage, expense or delay incurred or suffered by a Candidate provided that nothing in this clause shall be construed as purporting to exclude or restrict Fetched.ai Recruitment’s liability to the Client for personal injury or death resulting from negligence (as defined in the Unfair Contract Terms Act 1977) nor any statutory liability or any exclusion or limitation which is prohibited by law.

 

8.3 In consideration of Fetched.ai entering into an agreement with the Client into which these Terms are incorporated, the Client hereby undertakes to indemnify Fetched.ai in respect of any and all liability of Fetched.ai Recruitment for:

 

8.3.1 any loss, injury, expense or delay suffered or incurred by a Candidate, howsoever caused; and

 

8.3.2 any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; 

 

8.3.3 provided that this indemnity is given only in respect of any such loss, injury, damage, expense or delay caused during or arising directly or indirectly out of or in any way connected with an Introduction or Engagement. 

 

8.4 The Client acknowledges that the limitations and exclusions of the obligations and liabilities of Fetched.ai set out in these terms and conditions are reasonable and are reflected in the fee payable to Fetched.ai and shall either accept the risk or insure accordingly.

 

9.  General

 

9.1 Unless the context requires otherwise, references in these terms and conditions to the singular shall include the plural.

 

9.2 The headings contained herein are included for convenience only and shall not affect the interpretation of the contents hereof in any way. 

 

9.3 Unless the context requires otherwise, references in these terms and conditions to the singular shall include the plural.

 

9.4. These terms and conditions shall be deemed to be accepted by the Client by virtue of an Introduction to, or the Engagement of a Candidate by, the Client or the passing of any information about the Candidate by the Client to any third party following an Introduction.

 

9.5 No variation or alteration to these terms and conditions shall be valid unless the change is approved in writing by one of Fetched.ai’s directors, stating the date on or after which such varied terms shall apply.

 

9.6 These terms and conditions supersede all previous terms and conditions and shall prevail over any other terms and conditions that the Client may proffer.

 

9.7 The complete or partial invalidity or unenforceability of any provision herein for any purpose shall in no way affect the validity or unenforceability of such a provision for any other purpose or the remaining provisions. Any such provisions shall be deemed to be severed for that purpose subject to such consequential modification as may be necessary for the purpose of such severance.

 

9.8 These terms and conditions are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales.

 

9.9 In Fetched.ai’s dealings with the Client, it acts as an employment agency.

 

10.  Data Protection

 

10.1 Fetched.ai complies with the Data Protection Act 1998 (‘the Act’). The Client agrees to respect the confidentiality of the information they receive regarding Candidates and to destroy such information, including any copies made, relating to unsuccessful candidates without delay. Clients warrant that they comply with the provisions of the Act and agree to indemnify Fetched.ai against any and all costs, claims, liabilities and demands arising from any breach by the Client of the Act or any related or similar legislation regarding the personal data of individuals.    

11. Dispute Resolution

This clause outlines how disputes between Fetched.ai and the Client will be resolved:

11.1 Any dispute or claim arising out of or in connection with these terms and conditions, including any non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England and Wales.

11.2 In the event of any dispute or claim, the parties shall attempt to resolve the matter through good-faith negotiations within thirty (30) days of written notice of the dispute from one party to the other.

11.3 If the dispute cannot be resolved through negotiation within the thirty-day period, either party may initiate mediation. The parties agree to select a mutually acceptable mediator and share the costs of the mediation equally.

11.4 If mediation does not result in a resolution, any further legal proceedings shall be exclusively brought in the Courts of England and Wales, and the parties hereby submit to the jurisdiction of those courts.

Fee Clawbacks

12.1 The Client may be eligible for a partial refund of fees paid to Fetched.ai if the following conditions are met:

12.1.1 The Client provides the expected first year revenue target for the Candidate in writing within 14 days of the Candidate's start date. This target must be solely based on revenue attainment and cannot factor in other metrics.

12.1.2 The revenue target must be reasonable and attainable based on the role, experience level of the Candidate, and norms for the industry. Fetched.ai reserves the right to review and request adjustments to the proposed target within 7 days of receipt.

12.1.3 After 12 full months of employment, if the Candidate has not achieved 100% of the agreed upon revenue target, the Client will be eligible for a refund of up to 50% of fees paid to Fetched.ai for that Candidate.

12.2 Fee clawbacks do not apply and refunds will not be provided in the following situations:

12.2.1 The Candidate does not complete 12 full months of employment, whether due to their own resignation or termination by the Client.

12.2.2 The Client has not provided sufficient onboarding and training to set the Candidate up for success in achieving targets, this is to Fetched.ai's discretion.

12.3 To request a fee clawback, the Client must provide written proof of revenue achieved by the Candidate after 12 months and request a refund within 14 days of the 12 month employment anniversary. Refunds will be provided within 30 days if eligibility criteria have been met.

12.4 Fee clawback refunds are limited to a maximum of 50% of fees paid to Fetched.ai over the initial 12 month period.

Updated 29th January 2024 at 7:55am UK time.

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