Hiring Hub Online Marketplace Terms of Business

This document together with the documents it refers to tells you the Terms under which you may make use of the Marketplace Services provided via Our Site. Please read these Terms carefully before you make use of the Marketplace Services.

By registering to access the Marketplace you agree to be bound by these Terms. These Terms shall apply each time you use our Marketplace Services (unless otherwise agreed in writing) and shall prevail over any inconsistent terms or conditions contained, or referred to, in your standard terms of business or any other document supplied by you, or implied by law, industry custom, practice or course of dealing. In the event of any dispute between your standard terms of business and these Terms, these Terms shall prevail. We reserve the right to change these Terms at any time without notice, by posting changes online. You are responsible for checking these Terms every time that you access the Marketplace, in order ensure that you are aware of any changes. Your continued access to and use of the Marketplace, after changes are posted, constitutes your acceptance of the amended Terms.

By accepting these Terms you warrant that you have full capacity and authority to enter into and perform an agreement with us to use the Marketplace Services, and are duly authorised to bind the party for whom you act. You should print a copy of these Terms for future reference.

Please read these Terms carefully and, in particular, those terms which relate to your role (e.g. Recruiter or Employer). You must also read our General Website terms and conditions, which can be found here: www.hiring-hub.com/terms. In addition, if you intend to make use of our General Services, you should read our terms and conditions for General Services which can be found below.

INFORMATION ABOUT US

We are The Hiring Hub Ltd (“Hiring Hub” or “We” or “Us” or “Our”). We are registered in England and Wales under company number 07425227 and have our registered address at Fourways House, 57 Hilton Street, Manchester United Kingdom M1 2EJ. The Hiring Hub Ltd, for the purposes of this agreement, includes any subsidiary or associated company (as defined by s.736 Companies Act 1985) of The Hiring Hub Ltd.

For the avoidance of doubt The Hiring Hub Ltd is not acting as an employment agency as defined in the Employment Agencies Act 1973. The Hiring Hub Ltd provides a platform for Employers and Recruiters to meet and is not involved in the actual transaction between Employers and Candidates.

DEFINITIONS AND INTERPRETATION

For the purpose of these Terms, the following definitions shall apply:

Account: By registering on The Marketplace, as either an Employer or Recruiter, you are creating an account, which will contain your activity on the Marketplace

Agreement: The agreement between Us and you the pursuant to which you make use of the Marketplace Services, the terms of which are set out in these Terms

Candidate: A person introduced, directly or indirectly, by the Recruiter to the Employer through the Marketplace Services, to be considered for an Engagement

Employer: Any person (whether an individual, limited company, a limited liability partnership, a sole trader, a partnership or any other person) that uses the Marketplace Services to post details of one or more Vacancies with the view of employing a Candidate

Engagement: The act of an Employer accepting a Recruiter’s engagement request via the Marketplace, to submit Candidate(s) to their Vacancy

Fee Period: The period a Recruiter is deemed to have ownership of a Candidate which shall be 6 months from the date of submittal of such Candidate’s CV to the Marketplace

Handling Fee: The fee that We deduct from the Recruiter’s Placement Fee for the Marketplace Services We provide. The Handling Fee is calculated depending upon the Subscription Plan the Recruiter has purchased

Marketplace: Means the marketplace contained within Our Site in which Employers may post Vacancies and source Candidates and Recruiters may submit Candidates to Vacancies

Marketplace Service: The provision by Us of the Marketplace, as further described on Our Site (www.hiring-hub.com) from time to time

Our Site: www.hiring-hub.com

Placement: Employment or engagement of a Candidate by or on behalf of the Employer directly or indirectly following the introduction of a Candidate by a Recruiter via the Marketplace, directly or indirectly, and whether under a contract of service or contract for services or otherwise, and whether on a permanent, temporary or other basis

Placement Fee: The fee set by the Employer and is only payable by the Employer to Us upon hiring a Candidate. Once set, the fee may be increased but it may not be reduced without Our express written consent

Rebate: 100% of the Placement Fee for the first 45 days, then 50% of the Placement Fee from 46 days to 60 days, provided the Placement Fee has been paid by the Employer within the Terms of this Agreement

Rebate Period: The period calculated by reference to the start date of the Candidate’s employment and the date of the candidate’s termination of employment (as further detailed in these Terms), during which an Employer is entitled to a full or partial refund of the Placement Fee should the Employer (acting reasonably) determine that the Candidate is unsuitable and cease his/her employment or engagement with the Employer

Recruiter: Any person (whether an individual, limited company, a limited liability partnership, a sole trader, a partnership or any other person) who uses the Marketplace Services to introduce one or more Candidates to Employers in respect of any Vacancy

Recruiter Fee: The fee payable to the Recruiter upon a Placement, which is displayed on the Marketplace and calculated as the Placement Fee minus Our Handling Fee. Payable to the Recruiter once we have received the Placement Fee from the Employer, and upon the candidate satisfying the Rebate Period set out above

Recruiter Subscription Fee: The fee payable by a Recruiter to access the Marketplace and Marketplace Services, payable monthly in advance by the Recruiter Account holder. The Recruiter Subscription Fee(s) are posted on Our Site, and we may vary them from time to time: Please see our recruiter subscription page on your account for the rates in force for the current month. The prices on our website are quoted in UK pound Sterling and exclude VAT, which is also payable

Recruiter Subscription Plan: The level of access and benefits a Recruiter has on The Marketplace described and corresponding to the Recruiter Subscription Fee they pay. The plans and benefits are posted on Our Site and we may vary them from time to time

Screen(ed) Candidates: A Recruiter must gain a verbal or electronic commitment that the Candidate is happy to be put forward for the role, and be represented by them as a Recruiter, and that to the best of their knowledge they have not applied directly or via another Recruiter for the same role.

Start Date: The date on which a Candidate commences employment or engagement with an Employer following the acceptance by the Candidate of an offer of employment by an Employer

Terms: Are these terms and conditions under which you may make use of the Marketplace Services

Vacancy (or Vacancies): A job vacancy posted by the Employer on the Marketplace

In these Terms words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine gender and vice versa

In these Terms any reference to a statute, statutory provision or any subordinate legislation shall be construed as including a reference to that statute, provision or subordinate legislation as from time to time modified or consolidated, superseded, re-enacted or replaced.

STATUS

Nothing in these Terms will create a partnership or joint venture between us. We are an independent provider of services to you and are not employed by you.

REGISTRATION

In order to use the Marketplace Services, the Employer and the Recruiter must register with Us. We may accept or reject each application to register at our discretion, and may cancel such registration at any time if the Employer or Recruiter is in breach of these Terms.

OBLIGATIONS OF THE EMPLOYER

The Employer agrees to notify Us immediately when an offer of employment has been accepted by a Candidate in order for Us to raise the correct invoice for the Placement Fee.

The Employer shall satisfy itself as to the suitability of any Candidate for the purposes of the Vacancy for which the Candidate has been introduced. Without prejudice to the generality of the foregoing, it is acknowledged by the Employer that it is for the Employer to take up references, to check the truthfulness of a Candidate's application, to check the validity of qualifications and, where the Engagement requires, to ensure that the Candidate is capable of operating any equipment and/or machinery to the necessary level. The Employer shall be responsible for obtaining any work and other permits and for ensuring that the Candidate satisfies any medical requirements or other qualifications that may be appropriate or required by law.

The Employer shall use their best endeavors to keep confidential any confidential information of any Candidate (including without limitation any CV or other information provided in support of an application for a Vacancy) that is provided to the Employer in connection with the Marketplace Services.

The Employer undertakes that (a) where any Candidate introduced by a Recruiter to the Employer via the Marketplace is initially rejected but is later employed by the Employer within the period of six months of the initial introduction, the Employer shall be responsible for the Placement Fee as if such rejection had not occurred;

(b)in the event of the Employer effectively introducing (directly or indirectly) any Candidate to another person, firm or corporation, including any subsidiary, associated or holding company of the Employer, resulting in an Engagement by that person, firm or corporation (of which fact the Employer shall immediately notify Us) the Employer shall be responsible for the Service Fee and the Recruiter Fee as if the Candidate had been introduced to such third party via the Marketplace, unless such Engagement occurs more than six months after the initial introduction of the Candidate to the Employer.

The Employer consents to the disclosure by Us to Recruiters and Candidates of information relating to the Employer which the Employer has provided to Us.

In the event of non-payment by the Employer of the Placement Fee, the Employer hereby agrees that We shall be permitted to assign to the Recruiter the debt relating to such non-payment and the ensuing right of action.

In the event that the Employer has previously received the CV of a Candidate who it subsequently decides to employ or engage from a source other than a specific Recruiter, the Employer is solely responsible for providing the proper evidence that the new engagement was not the result of the Recruiter’s submission, but rather of having received the CV previously. In the event of such a dispute We will investigate and based upon the available evidence make a determination on the source of the Candidate referral that led to the engagement, and therefore whether a Placement Fee shall be charged. Our decision on this matter shall be final and binding.

The Employer shall inform The Hiring Hub Ltd should a Recruiter contact it directly, offline or online, in an attempt to work around, avoid, circumvent or otherwise exploit the Marketplace Services or Our Site with the intent or effect of undercutting our Marketplace Services, or depriving Us of due compensation of the Placement Fee.

OBLIGATIONS OF THE RECRUITER

The Recruiter warrants that they are a professionally trained recruiter, are suitable to act as an Employment Agency and agree that they shall at all times comply with the Conduct of Employment Agencies and Employment Businesses Regulations 2003, and the Equality Act 2010.

When engaged with an Employer on the Marketplace, the Recruiter shall not use the Employer’s company name or brand publicly when advertising the Employer’s vacancy and searching for Candidates.

The Recruiter will use reasonable endeavors to introduce to Employers via the Marketplace suitable Candidates who meet the specification set out by the Employer in the Vacancy. The Recruiter agrees to make every reasonable effort to properly Screen Candidates which they submit to Vacancies, and obtain confirmation from the Candidate that they are willing to work in the position in question before submitting the Candidate’s CV.

All CV submissions for Vacancies must be sent through Our Site. Any actions that circumvent or attempt to circumvent Our Site and the Marketplace Services by submitting CVs in any other way will lead to account termination. In the event of such termination, we shall be under no obligation to refund any Recruiter Subscription Fees or, pay any Placement Fees received from Employers in respect of Candidates submitted by the Recruiter.

The Recruiter agrees to not directly or indirectly work around, avoid, circumvent or otherwise exploit the Marketplace Services or Our Site with the intent or effect of depriving Us of due compensation, Handling Fees or Placement Fees.

The Recruiter agrees that they shall not approach directly any Employers to whom they have been introduced to by The Hiring Hub Ltd, engaged with on the Marketplace, or submitted any Candidate CVs or information to, for a period of 12 months after the introduction, engagement, submission of such a Candidate by The Hiring Hub Ltd, save for communications via Our Site or offline if regarding details on the posted Vacancy for which we have made the introduction. If a Recruiter is found to have contacted an Employer directly to work around, avoid, circumvent or otherwise exploit the Marketplace Services or Our Site with the intent or effect of undercutting our Marketplace Services, or depriving Us of due compensation, Handling Fees or Placement Fees, the Recruiter’s account will be terminated immediately, and the Recruiter will be liable to pay The Hiring Hub Ltd within 30 days of receipt of invoice £1,000.00 plus VAT per direct Placement it has made with the Employer within a 12 month period.

Recruiters are not permitted to register as an Employer in order to post Vacancies on Our Site.

Candidates are represented by the first Recruiter to submit the Candidate in question to the Employer through Our Site. This clause shall not apply in the instance that the Recruiter who submits the Candidate first, cannot prove that the Candidate in question is a Screened Candidate. This must be validated independently by the Candidate.

If a Recruiter submits a Candidate for a Vacancy and the Candidate is employed by the Employer, the Recruiter may not be eligible for the Placement Fee in the event that the Employer has previously received that Candidate’s CV, or was aware of the Candidate through another source. The Employer is solely responsible for providing the proper evidence that the new engagement was not the result of the Recruiter’s submission, but rather of having received the CV previously. In the event of such a dispute The Hiring Hub Ltd will investigate and based upon the available evidence make a determination on the source of the Candidate referral that led to the engagement, and therefore whether a Placement Fee shall be charged. Our decision on this matter shall be final.

Provided that the Employer is not already aware of the Candidate, and can provide evidence of this, the Recruiter shall be deemed to have ownership of a Candidate for the duration of the Fee Period (six months from the date that the Recruiter first submitted the Candidate). Should the Candidate be employed or engaged by the Employer during the Fee Period we shall invoice the Employer for the same Placement Fee set by the Employer when the Vacancy was originally posted on the Marketplace. The Recruiter shall promptly provide us with accurate information regarding the Start Date of the successful Candidate.

THE PLACEMENT FEE

Where a Candidate is submitted via the Marketplace and is successfully appointed in a posted Vacancy, or within any other role within the Employer's organisation (including any organisation within the Employer's group), We will invoice the Employer on confirmation of the Candidate accepting an offer of employment or Engagement from the Employer, for the Placement Fee.

The Placement Fee is payable within 30 days. If the Candidate in question does not commence the Engagement, the Placement Fee shall not be payable and, if it has been paid, will be refunded in full, and a credit note will be issued by The Hiring Hub Ltd.

The Employer will be liable for the Placement Fee in respect of a Candidate, where within 6 months of the Candidate being introduced to the Employer if:

• The Employer employs that Candidate on a permanent or temporary basis; or
• The Employer initially rejects the Candidate, but subsequently employs the Candidate or engages with the Candidate in any capacity; or
• The Employer refers the Candidate to a third party, including another company or business in the Employer’s group of companies, and that third party employs or engages with the Candidate.

The Placement Fee excludes VAT and other duties or taxes, which will be payable by the Employer in addition to the Placement Fee at the rate in force.

We shall be entitled to deduct from any payments due to the Recruiter any amounts to account for any damages, losses or costs incurred by Us arising as a result of the Recruiter's breach of this Agreement or its negligent acts or omissions.

If any amount payable under these Terms is not paid in full and on time, interest will be payable on such amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) from the date of invoice up to and including the date of payment.

REBATE

The Rebate Period shall run from the Candidate Start Date. The length of the Rebate Period shall be 60 days, set out in the table below. In the event that a Candidate terminates employment, or the Employer lawfully terminates the employment within the Rebate Period, the Employer shall be entitled to the Rebate provided that:

• Unless specifically agreed in writing, The Placement Fee has been paid by the Employer to Us within 30 days from date of invoice;
• The termination is not as a result of redundancy, corporate restructuring, pregnancy, injury or ill health, or by reason of the Candidate’s age, race, gender, sexual orientation or disability;
• The termination has not arisen where the Employer has entered into the Employment of the Candidate with the prior or likely intention of disposing with the Candidate’s services or terminating employment either without proper cause or with a view to obtaining a refund unfairly;
• The Employer serves a 7-day notice to Us by e-mailing us at info@hiring-hub.com or their Hiring Hub account manager.

In these circumstances, the Employer shall receive:

0- 45 days	46-60 days
100% of the Placement Fee	50% of the Placement Fee

The Rebate shall be repayable to Us in full where the Employer, any subsidiary, associated or holding company of the Employer subsequently re-engages the Candidate in any capacity within a period of 6 months.

If the Employer fails to pay the Placement Fee within 30 days of the date of Our invoice, the Employer will lose the benefit of these rebate provisions and no Rebate shall be payable.

THE RECRUITER FEE/HANDLING FEE

Upon successful Placement, We shall invoice the Employer for the Placement Fee it specified when posting its Vacancy. The Placement Fee will be held in Our Client Trust Bank Account for the duration of the Candidate’s Rebate Period.

The monies will be released to the successful Recruiter in line with the aforementioned rebate schedule, on or around the 46^th and 61^st day, respectively (providing the Candidate in question has not ceased employment with the Employer in line with the aforementioned Rebate terms).

We reserve the right to deduct Our Handling Fee before passing the Placement Fee to the Recruiter. The Handling Fee payable corresponds with the Recruiter’s Subscription Plan, and is set out on the recruitment agency pricing page of Our Site.

RECRUITER SUBSCRIPTION FEE, USAGE AND BENEFITS

We reserve the right to require payment from a Recruiter for certain or all Services in advance of service. A Recruiter shall pay all applicable fees, as described on Our Site in connection with such Services selected by that user. We reserve the right to change Our price list and to institute new charges at any time, upon notice to users, which may be sent by email or posted on Our Site. Your use of the Services following such notification constitutes your acceptance of any new Terms or increased charges. Any fees paid hereunder are non-refundable. We reserve the right at our discretion to change any benefits, or to add or remove benefits on any subscription plan, from time to time without prior notice to the user. We do not guarantee that we will make available, and the Recruiter acknowledges that it may not receive any particular benefit during the term of its subscription.

We grant a Recruiter access to non exclusive, non transferable vacancies which a Recruiter may not give access, sublicense, split fee, or otherwise transfer the benefit of their subscription to a third party, without prior written consent of Us. Access to the benefits of the subscription may only be accessed by named users for their internal business purposes only.

RECRUITER SUBSCRIPTION UPGRADES/DOWNGRADES

During the course of their subscription, a Recruiter may upgrade or downgrade their subscription to a different recruiter subscription plan at anytime. Upgrading a subscription plan has immediate effect. Any existing Engagements by the Recruiter will be governed by the subscription plan/tariff the Recruiter was using prior to the upgrade. New subscription plan benefits will be allocated on a pro rata basis for the remainder of that calendar month. To downgrade a subscription, a Recruiter should contact us. If a Recruiter downgrades their subscription package they remain on their current subscription plan until the end of that calendar month. Their new subscription plan will be realised at the start of the next calendar month. Existing Engagements will be governed by the subscription plan prior to the downgrade. We shall be under no obligation to refund any Recruiter Subscription Fees in the event of a subscription upgrade or downgrade.

RECRUITER TERMINATION

The Agreement shall remain in full force and effect while the Recruiter uses the Services. The Recruiter may not terminate its use of the Services within the first 90 days of purchasing a subscription. We will automatically renew each Recruiter's subscription monthly, and bill the Recruiter every month using the credit or debit card details it provided to Us. After the first 90 days, the Recruiter may terminate its use of this service with 30 days written notice to cancellations@hiring- hub.com. We may suspend a Recruiter’s access to the Services or its membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with the Recruiter’s Account on The Marketplace.

We shall be under no obligation to provide the Recruiter with access to The Marketplace if the Subscription Fee (plus VAT) is not paid to us on time. The Recruiter must ensure that we have the complete and accurate billing and contact information throughout the subscription period, including the full name of the account holder, its business address, and billing contact email address. If the Subscription Fee become overdue, because, for example, the Recruiter’s credit or debit card has expired, we reserve the right to suspend access to The Marketplace until the balance is paid, and we reserve the right to close the Recruiter’s Account permanently. We reserve the right to take action in the best interest of Employers and/or Candidates in relation to an existing Engagement during a period of non payment until the balance is paid.

We may also terminate or suspend any and all Services and access to Our Site immediately, without prior notice or liability, if you breach any of the terms or conditions of the Agreement. Upon termination of your account, your right to use the Services, access Our Site, and any Content will immediately cease. All provisions of the Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. If we withdraw access to The Marketplace because these Terms have been breached, no refund will be payable by us. In the event of a termination, we reserve the right to handle any existing engagements in the best interest of Employer(s) and Candidate(s).

LIMITATION OF LIABILITY

IN NO CIRCUMSTANCES SHALL THE HIRING HUB LIMITED NOR ANY OF ITS SUBSIDIARIES OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE MARKETPLACE SERVICES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGES WHICH ARE INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA, COSTS, FEES OR EXPENSES OF ANY KIND OR NATURE WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE) BREACH OF CONTRACT OR OTHERWISE THAT MAY ARISE OUT OF OR RELATE TO THE USE OF THE MARKETPLACE SERVICES, EVEN IF FORESEEABLE. OUR TOTAL LIABILITY TO EACH OF THE RECRUITER AND THE EMPLOYER SHALL BE LIMITED TO THE AMOUNT OF THE APPLICABLE SERVICE FEE.

This does not affect our liability for death or personal injury arising from negligence, nor any liability for fraudulent misrepresentations, nor any other liability which cannot be excluded or limited under applicable law. The Employer and the Candidate agree to indemnify Us from all claims, costs and expenses (including legal expenses) resulting from their breach of these Terms.

FEEDBACK

The Employer and the Recruiter acknowledge that Our Site operates a transparent feedback functionality and accordingly certain conduct, such as late payment of invoices or inappropriate or unprofessional behaviour, may have an impact on the Recruiter's or Employer's feedback and reputation.

YOUR ACCOUNT

Access to your Account on Our Site is not guaranteed and may expire at any time without notice. We therefore recommend all users make their own appropriate backups and logs of activities. You are not permitted to share access to your Account and must take reasonable steps to ensure Your login credentials are kept confidential. Use of Your Account is bound by the Computer Misuse Act 1990.

PROMOTION

Unless otherwise agreed in writing, by using Our Site and Service all users give Us permission to disclose our business relationship to other parties to promote Our provenance. This includes (but is not limited to) your company name, logo, testimonials and any written or verbal communication.

ENTIRE AGREEMENT

These Terms contain the entire and only agreement for the Marketplace Services between Us and you, and supersedes all previous agreements relating to the same. Each party acknowledges and agrees that in entering into the Agreement it has not relied on, and shall have no remedy in respect of, any statement, representation, undertaking or warranty, whether oral or in writing, save as are expressly set out in the Agreement. No changes can be made to these Terms without prior written consent by a Director of The Hiring Hub Ltd.

THIRD PARTY RIGHTS

For the purpose of the Contracts (Rights of Third Parties) Act 1999, these Terms do not and are not intended to give any rights, or any right to enforce any of its provisions, to any person who is not a party to it.

GOVERNING LAW AND JURISDICTION

The laws of England and Wales govern the Agreement and all non contractual obligations arising out of it. The parties agree to submit to the exclusive jurisdiction of the English Courts.

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