Flexi
Standard Terms & Conditions
Last Updated July 2025
The present Standard Terms and Conditions (the “Agreement”) is made and entered into by and between Virtucruit LLC, a UAE company (hereinafter referred to as “Virtucruit”), and the company that is executing this Agreement (hereinafter referred to as the “Client”) with Virtucruit; each referred to as a “Party” and together as the “Parties”.
This Agreement, together with any appendices, proposals, or engagement documents explicitly referenced herein, constitutes a binding legal framework applicable to all recruitment projects undertaken by Virtucruit. By engaging the Virtucruit for recruitment services, the Client acknowledges and agrees to be bound by the terms outlined in this Agreement and its associated appendices.
The terms herein are supplemented by client-specific appendices, including but not limited to:
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Appendix A – Parties’ Details, and
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Appendix B – Commercial Terms
These appendices are not publicly disclosed and are issued and executed privately between Virtucruit and each respective Client. Once executed, the appendices form an integral and binding part of this Agreement and govern the specific legal, commercial, and procedural terms of the engagement.
In consideration of the mutual covenants contained below, the Parties agree to be bound by the terms and conditions as follows:
1. Scope of Service
VirtuCruit will provide a dedicated virtually embedded recruiter to support the Client’s hiring needs on a contractual, on-demand basis. The recruiter will function as part of the Client’s team remotely, performing recruitment services including but not limited to:
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Job Description & Requirements: Collaborating with the Client to develop or refine job descriptions and candidate requirements for open positions.
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Sourcing & Screening: Sourcing candidates through various channels (e.g. professional networks, LinkedIn, job boards) and conducting initial screening to create a shortlist of qualified candidates. VirtuCruit will utilize its tools and platforms to post job advertisements and attract talent as needed (any standard job advertising costs are included in the service).
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Candidate Shortlisting: Presenting a shortlist of vetted candidates for the Client’s review for each open position, along with relevant candidate information (CVs, summaries, etc.).
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Interview Coordination: Scheduling and coordinating interviews between the Client’s hiring team and shortlisted candidates, and collecting feedback from both parties post-interview.
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Offer Management: Assisting in drafting or conveying offers to selected candidates, and managing communications up to acceptance of the offer. This may include facilitating negotiations within parameters set by the Client and handling offer letters and offer acceptance processes.
Exclusions: Executive search services (e.g. C-level or equivalent senior executive hiring) are not included under the scope of Flexi service. Additionally, tasks outside of recruitment (such as general HR administration, onboarding, or training) are not within the scope unless expressly agreed in writing. VirtuCruit is responsible for the recruitment process up to the point of the candidate’s offer acceptance; any further employment processes (onboarding, employment contract execution, etc.) are the Client’s responsibility.
Embedded Recruiter Role: The assigned VirtuCruit recruiter will work virtually as an extension of the Client’s team during the term. The recruiter will dedicate the agreed-upon full-time effort to the Client’s assignments. The recruiter remains an employee or contractor of VirtuCruit and is not to be considered an employee of the Client. The Client may integrate the recruiter into internal meetings and communications as appropriate for hiring, but the Client shall not assign tasks to the recruiter that are unrelated to recruitment for the agreed positions.
2. Term and Termination
Term: The duration of the Flexi service engagement shall be as set forth in Appendix B – Commerical Terms and shall commence on the Effective Date. The term may be renewed or extended by mutual written agreement between the parties, as documented in updated versions of Appendix B. The service shall continue during the agreed term unless earlier terminated in accordance with the provisions of this Agreement.
Termination by Notice: Either party may terminate this Agreement for convenience by providing thirty (30) days’ prior written notice to the other party. The termination will become effective 30 days after the other party’s receipt of such notice (or later, if a later termination date is specified in the notice). If the Client gives notice of termination, no refunds will be provided for any unused portion of a prepaid period; VirtuCruit will continue to provide the Flexi services through the 30-day notice period (or the end of the prepaid term, whichever is longer). If the effective termination date falls after the last day of a paid quarter, the Client shall be invoiced pro-rata for any additional days in the notice period beyond the prepaid term, which invoice must be paid immediately.
Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach of the Agreement and fails to cure that breach within ten (10) days after receiving written notice describing the breach. In the case of the Client’s breach (including non-payment or misuse of services), VirtuCruit may suspend services during the cure period. If this Agreement is terminated for cause due to the Client’s breach, the Client is not entitled to any refund of fees and remains liable for any unpaid fees up to the termination date. If terminated due to VirtuCruit’s uncured breach, the Client will be entitled to a pro-rata refund of any prepaid fees for the remaining term from the effective termination date.
3. Fees and Payment
All commercial terms related to this Agreement, including service fees, invoicing schedules, payment terms, and any applicable taxes, are detailed in Appendix B – Commercial Terms, which is incorporated into and forms an integral part of this Agreement.
The Client acknowledges and agrees that all fees payable to VirtuCruit under this Agreement are exclusive of any value-added tax (VAT), withholding tax, or other government-imposed charges. The Client shall be solely responsible for the payment of such taxes. If any withholding tax or deduction is required under applicable law, the Client shall gross up the payment such that VirtuCruit receives the full invoiced amount without reduction.
The Client shall ensure that all payments are made in accordance with the amounts, timelines, and conditions specified in Appendix B. In the event of any discrepancy between this Clause and Appendix B, the terms set forth in Appendix B shall govern with respect to financial obligations.
Late Payment: If the Client fails to pay an invoice by its due date, VirtuCruit reserves the right to suspend service until payment is received. If the Client’s payment is delayed, then any timelines or service level commitments will be adjusted day-for-day by the length of the delay, and VirtuCruit will not be responsible for any recruitment delays during such suspension. Additionally, overdue payments may incur a late fee or interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) on the outstanding amount for each month or fraction thereof that the payment is late. Persistent delay in payment (more than 15 days overdue) shall constitute a material breach, giving VirtuCruit the right to terminate for cause as per Section 2.
No Refunds for Unused Time: The Flexi Fee covers the availability and effort of the recruiter during the service period, not guaranteed hires. If the Client does not fully utilize the recruiter’s time or services in a given period (for example, if the Client has no hiring activity for some time or puts the service on hold), the Client will not be entitled to any refund or credit for such idle time. The service is provided on a time-allocation basis, and the recruiter will remain available for the Client during the paid term. There is no carry-over of unused service time to a future period, unless otherwise agreed in writing as an exception.
4. Client Responsibilities and Fair Use
To ensure an effective recruitment process, the Client agrees to fulfill the following obligations and acknowledge the fair use limitations of the Flexi service:
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Timely Feedback & Decisions: The Client shall provide timely and constructive feedback on candidates presented by VirtuCruit and make scheduling and hiring decisions in a prompt manner. If the Client fails to provide feedback or respond to candidate submissions within five (5) business days (or a mutually agreed response time) for a given role, then VirtuCruit may pause active work on that role until feedback is received. Prolonged lack of response or indecision by the Client may impact the ability to attract candidates; VirtuCruit is not liable for delays or lost candidates resulting from the Client’s delay or silence. Furthermore, if the Client’s inaction or delay exceeds thirty (30) days for any given requisition, VirtuCruit may consider that role put on hold by the Client. Time spent waiting for Client input still counts toward the service period, and VirtuCruit’s obligations for that role will be considered fulfilled (unless the Client later re-engages, in which case the search can resume if within the active service term).
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Complete and Accurate Information: The Client must provide complete, accurate, and updated information necessary for recruitment. This includes details about the position, candidate requirements, compensation range, work conditions, and any relevant company information to attract candidates. If the Client provides misleading, incomplete, or erroneous information, then VirtuCruit shall not be responsible for any resulting mismatches or hiring issues (for example, candidate drop-outs due to changes in role or offer). The Client is responsible for finalizing job requirements; significant changes to the job criteria or description after the search has begun may require restarting the search.
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Fair Use – Workload and Scope: The Flexi service is designed to handle a reasonable volume of roles commensurate with one recruiter’s capacity. Typically, a single recruiter can effectively manage several active job openings at a time (the exact number may vary based on role complexity; VirtuCruit will advise if the workload becomes too high). The Client agrees to prioritize its hiring needs and work with VirtuCruit to sequence or limit the number of simultaneous active searches to a practical level. If the Client’s demands under this service consistently exceed what can reasonably be handled by one recruiter (for example, attempting to have the recruiter simultaneously fill an excessively high number of positions or assigning extensive non-recruitment tasks), then VirtuCruit may notify the Client and discuss remedies, such as adding additional recruiter support at an additional cost or adjusting timelines. Continued misuse of the recruiter’s time or disregard of VirtuCruit’s recommended capacity limits shall constitute a breach of fair use. VirtuCruit reserves the right to refuse or limit requests that fall outside the agreed scope or capacity.
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Appropriate Use of Recruiter’s Time: The Client shall utilize the VirtuCruit recruiter solely for recruitment activities as outlined in Section 1. The recruiter should not be asked to perform unrelated services (e.g., general administrative duties, non-recruitment HR tasks, personal errands, etc.). If the Client assigns tasks outside the agreed scope, then VirtuCruit may decline such assignments. Repeated attempts to use the recruiter for non-recruitment work or any exploitative use of the service is considered misuse and may result in suspension of those requests or, if not corrected, termination for cause.
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Access and Cooperation: The Client will provide the recruiter with the necessary access and resources to perform their job effectively. This may include access to the Client’s relevant hiring managers, calendars for scheduling interviews, the Client’s company information or branding materials for candidate outreach, and (if applicable) access to the Client’s applicant tracking system or HR portal. The Client will also designate a primary point of contact (and backup, if desired) to liaise with the VirtuCruit recruiter for day-to-day coordination. This ensures clear communication and avoids conflicting instructions. The Client’s team agrees to cooperate in good faith with the recruiter, including scheduling interviews with reasonable promptness and treating candidates professionally throughout the process.
5. VirtuCruit Responsibilities and Service Delivery
VirtuCruit agrees to deliver the Flexi services with professionalism and diligence:
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Qualified Personnel: VirtuCruit will assign a skilled recruiter who is experienced in recruitment and capable of handling the Client’s hiring needs. If, at any point, the assigned recruiter is unable to continue or the Client reasonably requests a replacement (for example, due to performance issues), VirtuCruit will endeavor to provide a suitable replacement recruiter as soon as practicable, in consultation with the Client.
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Commencement of Service: VirtuCruit will begin the service promptly after the Effective Date (or on a mutually agreed start date). VirtuCruit will work with the Client to onboard the recruiter to the Client’s requirements quickly. Delivery Expectation: Typically, an embedded recruiter can be integrated and start actively working on sourcing candidates within one to two weeks of contract signing and requirements gathering. The Client acknowledges that this timeline may vary based on the availability of a suitable recruiter and the completeness of initial information provided by the Client.
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Best Efforts in Recruitment: The VirtuCruit recruiter will use best practices, VirtuCruit’s recruitment playbooks, and appropriate tools to source and engage qualified candidates efficiently. VirtuCruit will manage the recruitment pipeline proactively and keep the Client informed with regular updates (for example, weekly progress reports or as agreed). VirtuCruit aims to present initial qualified candidates for a given role within a reasonable time frame (often within 2-3 weeks of the role being fully specified and active). However, no specific number of candidates or time to hire is guaranteed, as these depend on role complexity and market conditions.
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Quality of Candidates: VirtuCruit will screen candidates based on the criteria provided by the Client to ensure they meet the required qualifications and fit. VirtuCruit does not guarantee that every candidate will be interviewed or hired by the Client, but it will use reasonable judgment to only submit candidates that appear to be a good match for the position. If the Client finds any presented candidate unsatisfactory for objective reasons, VirtuCruit will continue sourcing additional candidates within the service period until a hire is made or the Client decides to close that role.
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Compliance and Ethics: VirtuCruit will perform its services in compliance with all applicable laws and ethical standards of recruiting. This includes obtaining candidates’ consent to share their information with the Client and not engaging in any discriminatory practices. VirtuCruit will also respect the Client’s internal policies relating to hiring (if disclosed) and any relevant industry regulations in the recruitment process.
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Recruitment Tools: VirtuCruit will utilize its own licenses and tools for recruiting purposes (such as LinkedIn Recruiter, job board accounts, database access). The Client will not be charged extra for standard use of these tools. If any specialized recruitment expense is required (e.g., a niche job advertisement with a cost), VirtuCruit will seek approval from the Client in advance. In most cases, routine job postings and sourcing channels are covered by VirtuCruit’s service.
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Offer and Hiring Process: VirtuCruit will assist the Client in the offer stage as described. However, VirtuCruit will not extend any offer on behalf of the Client without the Client’s approval of the terms. The Client retains final control over who is hired and the terms of any employment offer. VirtuCruit will facilitate communication and help manage candidate expectations to increase likelihood of acceptance.
6. Confidentiality
Confidential Information: During the course of this Agreement, each party may receive or have access to confidential or proprietary information of the other party. “Confidential Information” means any non-public information, whether oral, written, graphic, or electronic, that is designated as confidential or that by its nature ought reasonably to be understood to be confidential. This includes, but is not limited to: business plans, strategies, financial information, employee or candidate personal data, client lists, job specifications, and any other technical or business information of either party. The Client’s Confidential Information includes all information provided by the Client about its business and job openings, and any information about the Client’s employees or candidates that is not public. VirtuCruit’s Confidential Information includes its recruitment methods, candidate databases, and any documentation or materials provided to the Client (excluding the candidates’ own information which is intended for sharing with the Client).
Confidentiality Obligations: Both VirtuCruit and the Client shall maintain the confidentiality of the other party’s Confidential Information and shall use it solely for the purposes of fulfilling this Agreement. Neither party will disclose the other’s Confidential Information to any third party except to those of its personnel or subcontractors who need to know such information for the performance of this Agreement and who are bound by confidentiality obligations at least as strict as those herein. Each party agrees to exercise the same degree of care to protect the confidentiality of the other’s information as it uses to protect its own confidential information of a similar nature, and at minimum no less than a reasonable standard of care.
Exceptions: Information shall not be considered Confidential Information if it: (a) is or becomes publicly available through no breach of this Agreement by the receiving party; (b) was already in the receiving party’s possession without obligation of confidentiality prior to receiving it from the disclosing party; (c) is lawfully disclosed to the receiving party by a third party without any confidentiality restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
Compelled Disclosure: If a receiving party is required by law, regulation, or court order to disclose Confidential Information of the disclosing party, it shall provide prompt written notice (to the extent legally permitted) to the disclosing party to allow that party to seek a protective order or other appropriate remedy. The receiving party will disclose only that portion of information which it is legally required to disclose and will use reasonable efforts to obtain confidential treatment for any Confidential Information that must be disclosed.
Return or Destruction: Upon termination or expiration of this Agreement, or upon the disclosing party’s request, each party shall promptly return or destroy (and certify destruction of) all Confidential Information of the other party in its possession, except to the extent that retention is required by law or an internal compliance policy (in which case the confidentiality obligations hereunder continue to apply to such information).
Survival: The obligations in this Section 6 will survive the termination or expiration of this Agreement for a period of five (5) years (and indefinitely as to any trade secrets). Candidate personal data and other personal information must be kept confidential indefinitely as required by privacy laws.
7. Data Protection and Privacy
Each party agrees to comply with applicable data protection laws with respect to personal data processed in connection with this Agreement. VirtuCruit will collect and use candidate personal information solely for recruitment purposes on the Client’s behalf. VirtuCruit will not disclose candidate identifiable information to any party other than the Client without consent. The Client agrees to treat candidate information shared by VirtuCruit as confidential and use it only for legitimate hiring purposes within the Client’s organization. The Client will not share candidate resumes or contact details with third parties outside of its hiring process. If the Client requires VirtuCruit to handle any personal data of the Client’s employees or systems (unlikely under Flexi beyond contact information), VirtuCruit will use it only for the intended purpose and protect it under confidentiality. Each party shall implement reasonable safeguards to protect personal data obtained through this collaboration and shall promptly notify the other in the event of any unauthorized access or breach involving the other party’s data.
8. Intellectual Property and Work Product
Any work product or materials created by VirtuCruit in the course of providing the services (such as job descriptions written, candidate reports, or recruitment process documents) shall be considered works made for hire for the Client upon full payment of the relevant fees. To the extent such materials may not automatically be deemed works for hire, VirtuCruit hereby assigns to the Client all rights, title, and interest in and to such materials. Notwithstanding the foregoing, VirtuCruit retains all rights to its pre-existing materials, templates, methodologies, databases, and tools used in performing the services, and nothing in this Agreement transfers ownership of VirtuCruit’s proprietary recruitment methods or software to the Client. VirtuCruit also retains ownership of aggregated or anonymized data and analytics (if any) derived from providing the services, provided that no Confidential Information of the Client or personal data of candidates is disclosed in doing so.
Candidate Information: Resumes, profiles, and related information of candidates provided to the Client are not “work product” of VirtuCruit in the traditional sense, but the presentation and compilation of such information for the Client is part of the service deliverables. The Client is authorized to use candidate information provided by VirtuCruit only for the purpose of evaluating and potentially hiring those candidates for positions within the Client’s organization. The Client shall not use the candidate data for any other purpose, nor disclose it to third parties (other than as needed internally for hiring decisions), without VirtuCruit’s consent. The Client is not granted ownership of candidate resumes or personal data; those remain the candidates’ own information. The Client is simply receiving a limited right to use that information for hiring evaluation. If the Client decides not to hire a candidate, or if a candidate is no longer under consideration, the Client will securely delete or store the candidate’s personal data in compliance with applicable data protection laws, and cease use of it for any purpose unrelated to this Agreement.
9. Non-Solicitation and Non-Hire
During the term of this Agreement and for twelve (12) months after its termination or expiration, the Client agrees not to solicit or hire (whether as an employee, independent contractor, or consultant) any person who is or was employed or engaged by VirtuCruit and who had direct involvement in providing services to the Client under this Agreement (including the embedded recruiter), without VirtuCruit’s prior written consent. This restriction is necessary to protect VirtuCruit’s legitimate business interests in its staff. If the Client violates this clause and hires a VirtuCruit recruiter or staff member who was involved with the Client, the Client agrees that VirtuCruit shall be entitled to claim liquidated damages equal to 50% of that person’s projected annual compensation with the Client (or an equivalent of one year of the Flexi Service Fee, if higher), as a reasonable estimate of VirtuCruit’s loss. This remedy is in addition to any other rights VirtuCruit may have in law or equity. (This non-solicitation clause does not apply if the individual responds to a general employment advertisement of the Client without any direct or indirect solicitation by the Client in violation of this clause; however, the Client must prove that no solicitation occurred.)
Additionally, the Client shall not knowingly induce or attempt to induce any VirtuCruit employee or contractor to leave the employment or engagement of VirtuCruit during the term of this Agreement. VirtuCruit likewise agrees it will not solicit for employment any employees of the Client that it comes into contact with through the performance of services, during the term of this Agreement, without the Client’s consent.
10. Liability, Disclaimers, and Indemnification
No Guarantee of Hire or Success: The Client acknowledges that VirtuCruit does not guarantee that any particular position will be filled, or that any candidate presented will accept an offer, or that hiring objectives will be met by a certain date. While VirtuCruit will use its professional best efforts to find suitable candidates, the ultimate hiring decision is the Client’s, and many factors in the hiring process are outside VirtuCruit’s control (such as candidate decisions, market conditions, and Client’s internal approvals). VirtuCruit makes no warranties or guarantees, express or implied, regarding the results of the recruitment efforts or the suitability or performance of any candidate hired.
Limitation of Liability: To the fullest extent permitted by law, VirtuCruit’s liability for any claims arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited to the total fees paid by the Client to VirtuCruit under this Agreement in the twelve (12) months preceding the event giving rise to the liability (or, if the claim arises before 12 months of services have accrued, the amount paid for the initial term). In no event shall VirtuCruit be liable for any indirect, special, consequential, incidental, or punitive damages, or for any loss of profits, loss of business opportunity, loss of data, or other economic disadvantage, arising from or in connection with this Agreement or the services provided, even if advised of the possibility of such damages. VirtuCruit shall not be liable for any claims arising from the acts or omissions of any candidate (such as misrepresentations by a candidate or misconduct by a candidate once hired).
Client’s Responsibility for Hiring Decisions: The Client retains full responsibility for its hiring decisions and the employment relationship with its hires. VirtuCruit shall not be responsible for any liability arising from the Client’s use or employment of any candidate, including but not limited to any employment-related claims (such as discrimination, wrongful termination, or workers’ compensation claims). The Client shall indemnify and hold VirtuCruit harmless from any third-party claims (including by candidates or employees) arising out of the Client’s actions, decisions, or employment practices with respect to candidates hired through VirtuCruit’s efforts. Conversely, VirtuCruit agrees to indemnify and hold the Client harmless from any third-party claims arising from VirtuCruit’s own gross negligence or willful misconduct in performing the services under this Agreement.
Indemnification: Each party (the “Indemnifying Party”) agrees to defend, indemnify, and hold harmless the other party, its affiliates, and their respective officers, directors, and employees (the “Indemnified Party”) from and against any and all third-party claims, losses, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) a material breach of this Agreement by the Indemnifying Party; or (b) the gross negligence or intentional misconduct of the Indemnifying Party in connection with the performance of its obligations under this Agreement. The foregoing indemnity is conditioned on the Indemnified Party: (i) promptly notifying the Indemnifying Party in writing of any claim (provided that failure to promptly notify only relieves the Indemnifying Party of its obligations to the extent it is prejudiced by the delay); (ii) giving the Indemnifying Party sole control of the defense and settlement of the claim (however, the Indemnifying Party shall not settle any claim in a manner that imposes liability or admission of fault on the Indemnified Party without that party’s consent); and (iii) providing reasonable assistance to the Indemnifying Party in the defense at the Indemnifying Party’s expense. This indemnity is the exclusive remedy for such third-party claims.
Reliance on Information: VirtuCruit will rely on information and instructions provided by the Client in performing the services. VirtuCruit shall not be liable for any damages or delays caused by incorrect, incomplete, or delayed information provided by the Client. Similarly, the Client is relying on VirtuCruit’s representations of candidates (such as resume information and reference checks). VirtuCruit will not knowingly provide false information, but it is understood that VirtuCruit does not independently verify all details of a candidate’s background and is not responsible for inaccuracies in information provided by candidates or third parties. The Client is encouraged to conduct any final due diligence (such as background checks or verification of credentials) as per its standard hiring process.
Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations (except payment obligations) due to causes beyond its reasonable control, such as natural disasters, acts of government, war, civil unrest, epidemics/pandemics, strikes or labor disturbances, or interruptions of power or communications. In an event of force majeure, the affected party shall give prompt notice to the other and make reasonable efforts to resume performance. The time for performance shall be extended for the duration of the force majeure event. If such event continues for an extended period (e.g., more than 60 days), either party may terminate the Agreement by written notice without further liability (except that the Client will pay for services already provided up to termination).
11. Governing Law and Jurisdiction
This Agreement shall be governed by, and construed in accordance with, the laws of the jurisdiction specified under the Client’s country of incorporation, as detailed in Appendix A. The Parties irrevocably agree that any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the competent courts in that jurisdiction.
Nothing in this clause shall preclude the Parties from, by mutual written agreement, referring any such dispute to mediation or arbitration prior to initiating formal legal proceedings.
12. Miscellaneous Provisions
Entire Agreement: This Agreement (including any schedules or annexes expressly incorporated) constitutes the entire agreement between VirtuCruit and the Client with respect to the Flexi recruitment services, and supersedes all prior or contemporaneous communications, proposals, or agreements (whether oral or written) regarding the subject matter. Each party acknowledges that it has not relied on any representation or warranty not expressly set forth in this Agreement.
Amendments: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties. Email communications shall not constitute an amendment unless there is a clear, mutual agreement in writing (which may be executed in counterparts or via electronic signature) to modify the contract terms.
Assignment: The Client may not assign or transfer any rights or obligations under this Agreement to any third party without the prior written consent of VirtuCruit, except that the Client may assign this Agreement in its entirety to a successor entity in the event of a merger or acquisition of the Client, with notice to VirtuCruit. VirtuCruit may assign or subcontract its rights and obligations (in whole or in part) to an affiliate or as part of a reorganization or sale of business, provided that VirtuCruit remains responsible for the fulfillment of this Agreement’s obligations. This Agreement will be binding upon and inure to the benefit of the parties’ respective successors and permitted assigns.
Independent Contractor: The relationship of VirtuCruit to the Client is that of an independent contractor. Nothing in this Agreement is intended to create a partnership, joint venture, or employer-employee relationship between VirtuCruit (or its personnel) and the Client. The VirtuCruit recruiter embedded with the Client remains under VirtuCruit’s management and is not an employee of the Client. Neither party shall have authority to bind the other in any manner unless expressly permitted by this Agreement.
No Third-Party Beneficiaries: This Agreement is for the benefit of the parties hereto and their permitted successors and assigns, and does not confer any rights or benefits on any third party (including any candidate placed, who shall have no rights under this Agreement).
Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be construed, limited, or, if necessary, severed to the extent necessary to eliminate the invalidity or unenforceability. The remaining provisions of the Agreement will remain in full force and effect.
Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision unless acknowledged and agreed to by the waiving party in writing. A waiver of any particular breach or default shall not constitute a waiver of any other or subsequent breach.
Notices: Any notices required or permitted under this Agreement shall be in writing and shall be sent to the addresses of the parties as stated below (or to such other address as a party may designate by notice). Notices shall be delivered by hand, by reputable courier, or by email (with confirmation of receipt or read, and a physical copy delivered by another method as follow-up). Notices will be effective upon receipt if delivered by hand or courier, or upon confirmation of successful email transmission (provided a hard copy follows if requested by the other party).
Authority: Each party represents and warrants that the person signing this Agreement on its behalf has the full authority to enter into this Agreement and bind the party to its terms.
IN WITNESS WHEREOF, the parties hereto have caused this Flexi Service Agreement to be executed by their duly authorized representatives as of the Effective Date.