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Freedom
Standard Terms & Conditions

Last Updated July 2025

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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”.

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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.

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The terms herein are supplemented by client-specific appendices, including but not limited to:

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  • Appendix A – Parties’ Details, and

  • 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.

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In consideration of the mutual covenants contained below, the Parties agree to be bound by the terms and conditions as follows:

1. Service Package & Scope

 

Under the Freedom service, the Client has purchased a prepaid recruitment package (the “Package”) from VirtuCruit. The specific details of the Package Tier, number of roles, and validity period shall be as defined in Appendix B – Commercial Terms.

 

VirtuCruit agrees to provide on-demand recruitment services to fill up to the specified number of roles (“Role(s)”) for the Client during the Validity Period. Each “Role” is defined as one distinct job position that the Client requires to fill (see Section 2 for detailed definitions and conditions of role usage).

 

Scope of Work

 

For each Role covered by this Agreement, VirtuCruit will perform professional recruitment services from the initial job definition through candidate selection, similar to an end-to-end recruitment process. This includes, but is not limited to:

 

  • Requirement Analysis: Consulting with the Client to understand the hiring need and develop or confirm the job description, qualifications, and requirements for the Role. VirtuCruit will ensure it has a clear profile of the ideal candidate and any specific criteria before commencing each search.

  • Sourcing Candidates: Utilizing VirtuCruit’s recruiting resources and networks to source potential candidates. This involves advertising the position on relevant platforms (e.g., online job boards, LinkedIn) and conducting direct talent searches. VirtuCruit will manage job postings (including on the Client’s behalf if needed) and leverage its recruiter tools to attract a broad pool of qualified candidates.

  • Screening & Shortlisting: Reviewing applications and resumes received, conducting initial phone or video screenings, and shortlisting candidates who meet the Role’s requirements. VirtuCruit will evaluate candidates’ skills, experience, and fit for the Client’s role. A shortlist of the best-suited candidates, along with their resumes and summary assessments, will be presented to the Client for consideration.

  • Interview Coordination: Coordinating between the shortlisted candidates and the Client to set up interviews as needed. VirtuCruit will handle scheduling to accommodate both parties and will brief candidates on the interview logistics. VirtuCruit will gather interview feedback from both the Client and candidates after each interview round and communicate next steps.

  • Offer Management: In the event the Client selects a candidate to hire for the Role, VirtuCruit will, if requested, assist in offer management. This includes communicating the offer details to the candidate, handling any negotiations within parameters given by the Client (such as start date or minor benefits discussions), and helping to obtain a final acceptance from the candidate. VirtuCruit will support the offer stage to ensure a smooth conclusion to the search.

 

VirtuCruit will provide these services for each Role in a professional and timely manner, aiming to streamline the Client’s hiring process. The services encompass all activities necessary to result in one successful hire per Role. VirtuCruit will also provide status updates throughout the process. The Client may be given access to VirtuCruit’s recruitment client portal to track the progress of active roles (alternatively, VirtuCruit will send regular progress reports or updates by email or meetings, per the Client’s preference).

 

Exclusions: This Agreement is limited to standard recruitment services and specifically excludes executive search services. High-level executive roles (such as VP, C-suite positions) are not covered under the pre-paid package and would require a separate arrangement or upgrade. Additionally, any services beyond the hiring process – such as new hire onboarding, background checks (unless otherwise agreed), or psychometric testing, are outside the scope of this Agreement. If such ancillary services are needed, the parties may discuss them separately; otherwise, they remain the Client’s responsibility. VirtuCruit’s obligation for each Role concludes once a candidate has accepted the Client’s job offer for that Role (or as otherwise defined in Section 2 for completion of a role). VirtuCruit does not provide legal or HR consulting services beyond the recruitment process described.

2. Role Definition and Utilization

 

Because the Freedom service is based on a fixed number of Roles, it is important to define what constitutes a Role and how roles are counted or deemed utilized:

 

  • Definition of a “Role”: A Role refers to one (1) unique job position that the Client seeks to fill. Each Role typically corresponds to a single job title and set of responsibilities, intended to be filled by one individual. If the Client needs to hire multiple people for identical positions, each individual hire counts as a separate Role from the package. For example, hiring three Developers (same job description) would consume three Roles, one per hire. Conversely, if the Client is hiring one person who will take on multiple responsibilities, that is still one Role if it’s one position for one hire. The package Roles may be used for any positions of the Client’s choosing (except executive roles as excluded) within the Validity Period, up to the number of Roles included in the Package. Roles can be of varying levels or departments as needed by the Client (again, with the exclusion of executive-level roles or any role VirtuCruit explicitly advises is outside scope).

  • Initiating a Role Search: To utilize a Role from the Package, the Client will notify VirtuCruit of a hiring need and provide the necessary details (job title, description, requirements, location, compensation range, etc.). This notification can be via email or through VirtuCruit’s portal or any agreed communication channel. VirtuCruit will then confirm acceptance to proceed with that Role. A role is considered “launched” or active once the Client has provided sufficient information and requested VirtuCruit to commence recruitment for that position. The Client may have multiple roles active at the same time, up to the limit of their Package (e.g., if the Package includes up to 3 roles, the Client can have 3 searches running concurrently). The timing of launching roles is at the Client’s discretion within the Validity Period.

  • Completion of a Role Search (Placement): A Role is considered successfully completed or “filled” when a candidate sourced or presented by VirtuCruit accepts an offer of employment from the Client for that Role. This point of acceptance is considered the fulfillment of VirtuCruit’s obligation for that Role, even though the candidate’s actual start date may be later. After a successful placement, VirtuCruit’s active work on that Role will conclude. Each such filled position counts as one Role utilized from the Package.

  • Role Counted on Client Withdrawal or Inactivity: The Client acknowledges that significant effort and resources are invested by VirtuCruit once a search begins. Therefore, if the Client withdraws or cancels a role after VirtuCruit has begun active recruitment for it, that role may still count as one of the Roles from the Package, depending on the stage at which it was halted:

    • If the Client cancels the role or decides not to fill it after VirtuCruit has presented at least a shortlist of candidates (i.e., meaningful work has been done), then VirtuCruit shall be entitled to count that as fulfillment of one Role from the Package, even though no hire was made, because the service for that role was substantially rendered.

    • If the Client puts a role on hold or fails to actively engage on a role for an extended period (e.g., the Client does not provide feedback, conduct interviews, or otherwise move forward with the search for 30 days or more), VirtuCruit may, after giving a warning to the Client, consider that role on hold. If the hold/inactivity continues beyond 60 days, VirtuCruit has the option to deem the search closed due to Client inactivity. In such case, that role will be counted as utilized from the Package, as VirtuCruit cannot dedicate resources indefinitely without progress. If the Client later wishes to reopen that search, it may count as initiating a new Role if Package credits remain, or require an additional purchase if not.

    • If the Client substantially changes the requirements for a role in the middle of the search, this will be treated as a cancellation of the original role and the initiation of a new role. The original role may count as utilized if significant work was done, and using the new requirements will consume an additional Role from the Package. VirtuCruit will inform the Client if a requested change triggers this condition before proceeding.

    • If the Client decides to fill a role through other means after VirtuCruit has begun work on that role, the Client must promptly inform VirtuCruit. In such a case, that role will count as one of the Roles utilized from the Package because VirtuCruit had already invested time in the search.

  • Expiry of Roles & Validity: The Client must utilize the included Roles within the Validity Period of one year. Any unused Roles remaining at the end of the Validity Period will expire with no refund or credit. It is the Client’s responsibility to plan and initiate searches in a timely manner. If the Client requests a new role search very late in the Validity Period, VirtuCruit will still make a good-faith effort to work on it, but there is no obligation to continue work past the Validity Period. VirtuCruit may, at its discretion, agree to continue working on an active role that started within the Validity Period for a short grace period after the year-end to try to complete it, but this is not guaranteed and would not extend the expiration date for any new roles. In absence of an explicit written extension, all service obligations end at the Validity Period end date.

  • Role Transferability: The roles in the Package are intended for the Client’s own hiring needs. The Client may assign the roles to any of its internal departments or divisions, but may not transfer or resell the recruitment services to any third party or affiliate without VirtuCruit’s consent. All roles must be for positions within the Client’s organization (including wholly owned subsidiaries, if agreed in advance). Each role credit is only good for one successful hire; it cannot be split or shared among multiple hires.

 

VirtuCruit will maintain a tally of roles utilized. The Client will be informed as each role is filled or counted, and how many remain available.

3. Term of Agreement

 

This Agreement commences on the Effective Date and remains in effect for the duration specified in Appendix B, which constitutes the Validity Period of the Package, unless terminated earlier in accordance with this Agreement.

 

There is no automatic renewal: once the Validity Period expires, this Agreement terminates unless the Client opts to purchase a new package or extend via a written agreement. The Client may choose to upgrade to a higher package or purchase additional role credits during the Validity Period by mutual written agreement, in which case an addendum can be executed to adjust the number of roles and fees.

 

No Early Termination for Convenience: In view of the prepaid nature of the Package, the Client has no right to terminate this Agreement for convenience prior to the end of the one-year term, and no refunds will be given for any reason except as specifically provided herein. The Client is committing to use the recruitment services within the year. The Client’s decision not to utilize the services fully, or to hire through other means, will not be grounds for a refund of the prepaid fee.

 

VirtuCruit likewise does not have a general right to terminate for convenience early, except in circumstances of Client breach or force majeure. VirtuCruit intends to fulfill all promised role searches. If for some unforeseen reason VirtuCruit wishes to discontinue the service, VirtuCruit would negotiate in good faith a resolution; however, such scenario is highly unlikely and not an explicit provision of this Agreement due to the “no termination” principle.

 

Termination for Cause: Notwithstanding the above, either party may terminate this Agreement for cause if the other party materially breaches the Agreement and fails to cure such breach within ten (10) days after receiving written notice detailing the breach. In the case of an uncured material breach by VirtuCruit, the Client would be entitled to a refund of any portion of the fee that corresponds to completely unused roles at the time of termination – however, the parties will first discuss in good faith a plan to cure any service issues before resorting to termination. In the case of the Client’s, VirtuCruit may terminate the Agreement immediately if not cured, and no refund will be due to the Client for remaining roles; any unpaid fees would become immediately due.

 

Effect of Termination or Expiration: Upon termination or expiration of this Agreement, VirtuCruit’s obligation to provide services ceases, except that if a candidate presented by VirtuCruit has accepted an offer before termination, VirtuCruit will honor that as a completed role. All clauses relating to confidentiality, data protection, intellectual property, liability, and non-solicitation and any others that by their nature should survive shall survive the end of the Agreement. If the Agreement is terminated for cause by the Client due to VirtuCruit’s breach, VirtuCruit will issue any applicable refund as stated above. If the Agreement expires after the Validity Period, any roles not filled or initiated are lost and no refund is due. VirtuCruit will provide a closure report upon request summarizing the roles filled.

4. Fees and Payment

 

Package Fee: The Client shall pay VirtuCruit the Package Fee as specified in Appendix B, covering the roles and package tier also defined therein. The Package Fee is payable in full in advance as a condition for VirtuCruit to initiate services. For avoidance of doubt, the Package Fee covers all recruitment work for up to the specified number of roles, regardless of how many hires are actually made. No part of the fee is contingent on hires being made, and aside from the limited termination-for-cause scenario, it is non-refundable.

 

Invoicing and Payment Timing: The Client will be issued an invoice for the full Package Fee upon signing this Agreement. Payment is due immediately upon receipt of invoice and must be received by VirtuCruit before any recruitment work begins. The accepted payment methods and currency will be indicated on the invoice. All amounts are exclusive of taxes; any applicable taxes such as the withholding tax will be added to the invoice and are payable by the Client. If the Client requires a purchase order or internal reference, they shall provide it promptly to avoid delay in payment.

 

No Refunds: The Client acknowledges that the Package Fee is priced based on a discounted bundle of recruitment services and is not subject to refund or cancellation. No refunds or credits will be issued for any unused roles or if the Client chooses, for any reason, not to utilize the full scope of services. Even if the Client fills roles through other channels or no longer needs certain roles, the fee remains earned by VirtuCruit in consideration of capacity and readiness to serve, as well as any work already performed. The only exception would be a refund in the event of VirtuCruit’s unremedied breach per Section 3, or if VirtuCruit were unable to perform the services at all.

 

Additional Roles or Upgrades: If during the Validity Period the Client finds that they require recruitment for more roles than originally purchased, the Client may purchase additional role credits or upgrade to a higher tier package, subject to mutual agreement on fees. Such an upgrade will typically involve paying the difference between the current package and the higher package, or a separate add-on fee per extra role. Any additional roles purchased will have a validity either co-terminous with this Agreement’s one-year period or a separately agreed period, but in any case unused additional roles will not extend beyond their agreed validity. All such changes must be confirmed in writing and paid in advance.

 

Currency and Taxes: All payments will be made in the currency specified unless otherwise agreed. The Client is responsible for any bank transfer fees or charges to ensure VirtuCruit receives the full invoiced amount. If any withholding tax is applicable, the Client will gross-up the payment so that VirtuCruit receives the full Fee amount net of withholdings. VirtuCruit is responsible for its own income taxes. Any sales, use, value-added, or similar taxes assessed on the provision of services shall be paid by the Client or reimbursed to VirtuCruit if VirtuCruit has paid them.

 

Late Payment: Given the upfront nature, late payment should generally not occur. However, if any payment due including any additional charges agreed during the term is not made on time, VirtuCruit reserves the right to suspend work until payment is received. If the Client delays payment beyond 15 days of invoice, then VirtuCruit may treat it as a material breach and the Validity Period will still count from the original Effective Date.

5. Client Responsibilities

 

The success of the recruitment process depends on collaboration. The Client agrees to the following responsibilities and covenants to facilitate efficient hiring:

 

  • Provision of Information: The Client will provide clear and complete information for each Role requisitioned under the Package. This includes a detailed job description, required and preferred qualifications, work location/conditions (if applicable), salary range or budget for the role, and any pertinent information about the Client’s company or team that candidates should be aware of. The Client will also identify any critical timelines or start date requirements for the role. If the Client’s provided information is inaccurate or changes mid-search, then the Client must promptly inform VirtuCruit. Significant changes may trigger the conditions in Section 2 regarding counting an additional role. The Client accepts that providing incomplete or misleading information can cause delays or mismatches for which VirtuCruit cannot be held liable.

  • Timely Feedback and Communication: The Client shall review candidate submissions (CVs, profiles, etc.) and provide feedback to VirtuCruit in a timely manner, ideally within 10 business days of receiving a shortlist or any candidate details. Similarly, the Client will endeavor to schedule interviews with shortlisted candidates without undue delay (preferably within 1-2 weeks of receiving candidates, subject to candidate availability). Prompt feedback cycles enable VirtuCruit to maintain candidate interest and refine the search. If the Client delays feedback or interview scheduling beyond a reasonable time, then the Client acknowledges that candidates may lose interest or take other offers, and VirtuCruit is not responsible for such outcomes. Consistent lack of feedback from the Client’s side (e.g., no response for over 2-3 weeks) will be considered Client delay; VirtuCruit will issue a reminder, but ultimately if the Client remains unresponsive, the role may be put on hold or counted as withdrawn per Section 2.

  • Decision Making: The Client is responsible for making final hiring decisions. VirtuCruit will present qualified candidates and can assist in ranking or advising, but the choice of which candidate to hire (if any) rests with the Client. The Client should strive to make hiring decisions in a timely manner once suitable candidates are found. If the Client unreasonably rejects all candidates due to reasons not initially specified or introduces new criteria late in the process, VirtuCruit will continue the search (time permitting within the Validity Period), but the Client should be aware this could consume significant time. In extreme cases, if the Client repeatedly rejects well-qualified candidates without clear rationale or keeps changing their mind, VirtuCruit will discuss with the Client to realign on the profile; however, if such situation continues, VirtuCruit reserves the right to consider the role fulfilled or terminated due to Client’s lack of decision (as per Section 2 conditions).

  • Interview Process & Candidate Experience: The Client will treat all candidates professionally and courteously. The Client will ensure that interviews (whether conducted by phone, video, or in-person) are carried out by competent personnel and that candidates are not subjected to inappropriate questions or behavior. The Client shall communicate any changes in interview schedules or job requirements to VirtuCruit promptly so VirtuCruit can manage candidate expectations. The Client will also inform VirtuCruit of interview outcomes and whether a candidate is to be progressed or declined, along with any pertinent feedback that can be shared to improve the search.

  • Offer and Hiring Formalities: When the Client is ready to make an offer to a candidate, the Client will provide VirtuCruit with the details of the offer (position title, salary, benefits, start date, any special conditions) so that VirtuCruit can assist in communicating it. The Client is responsible for extending a formal offer letter/contract to the candidate (VirtuCruit can facilitate delivery but the content should be on Client’s letterhead or system unless otherwise arranged). The Client agrees to move promptly once a verbal acceptance is obtained to send the written offer and complete any internal approvals to avoid losing the candidate.

  • Onboarding and Employment Relationship: After a candidate accepts the offer and is hired, the Client is fully responsible for onboarding the candidate and fulfilling all employer obligations. The Client will not expect VirtuCruit to partake in new employee onboarding, immigration paperwork, or training. The Client should handle all post-hire processes directly with the candidate. If any issues arise between the Client and the hired candidate (for instance, the candidate rescinds acceptance or leaves shortly after joining), the Client should inform VirtuCruit. While VirtuCruit is not obligated to refill that role unless a new role credit is used, VirtuCruit may in good faith try to provide some additional candidates if still available or advise on next steps, especially if the issue arose soon after hiring.

  • Use of Candidate Data: The Client agrees to use any candidate CVs, personal data, or information provided by VirtuCruit solely for the purpose of evaluating those candidates for potential employment within the Client’s organization. The Client will not use candidate information for any other purpose, nor share it externally. If the Client has an internal database, it may store the candidate information for future reference, but subject to privacy laws. The Client confirms it will handle candidate data in compliance with any applicable privacy laws. The Client will also not contact the candidate’s current or past employers without permission or in a way that could jeopardize the candidate’s current job, unless doing formal reference checks with candidate’s consent.

  • Exclusivity per Role: In order to maximize efficiency, the Client is encouraged to channel the recruitment for the roles covered by this Agreement exclusively through VirtuCruit during the searches. This is not an absolute requirement, but if the Client is simultaneously using multiple recruitment agencies or channels for the exact same role, the Client should inform VirtuCruit. Doing so can lead to confusion (e.g., the same candidate approached by multiple sources) and may diminish VirtuCruit’s ability to effectively fill the role. If the Client does fill a role through its own efforts or another agency while VirtuCruit is working on it, the Client must still honor the conditions in Section 2. VirtuCruit’s pricing assumes a level of trust that VirtuCruit will be given a fair opportunity to fill each role without direct competition undermining the process.

  • Internal Coordination: The Client will ensure that its internal stakeholders are aligned on using VirtuCruit’s services for the given roles. The Client should designate a primary point of contact who will liaise with VirtuCruit’s team. This helps prevent miscommunication. The Client’s team should avoid giving conflicting instructions; if multiple people from the Client communicate with VirtuCruit recruiters, the Client will consolidate their feedback so that VirtuCruit receives one coherent direction. If the Client gives contradictory or multiple sets of feedback, then VirtuCruit will seek clarification from the primary contact, and until resolved, may hold off on further candidate sourcing to avoid going down the wrong path.

  • Good Faith and Fair Dealings: The Client agrees to act in good faith throughout the recruitment process. This includes honest communication about the likelihood of hiring, not intentionally using VirtuCruit to “fish” for market salary data or candidates without intent to hire, and not misleading VirtuCruit or candidates about key fact. The Client also agrees not to circumvent VirtuCruit: for instance, the Client should not take a candidate introduced by VirtuCruit and then attempt to hire that candidate for a different role or through a different channel to avoid counting it against the Package. If such a scenario occurs, it will nonetheless be treated as a role filled through VirtuCruit’s introduction and count as a Package role or require appropriate compensation as described in Section 7.

6. VirtuCruit Responsibilities and Service Levels

 

VirtuCruit is committed to delivering high-quality recruitment support for the Client’s purchased roles. VirtuCruit’s responsibilities include:

 

  • Diligent Search Effort: For each Role initiated by the Client, VirtuCruit will dedicate appropriate recruiting resources to source and attract qualified candidates. VirtuCruit will put forth diligent effort to identify candidates who meet the job requirements and are a potential fit for the Client’s organization. This includes tapping into VirtuCruit’s network, database, job postings, and possibly headhunting passive candidates if needed. VirtuCruit will treat the Client’s roles with priority and commit to working on them until filled or until the Client instructs otherwise (subject to Validity Period constraints).

  • Quality Screening: VirtuCruit will conduct preliminary screening of candidates (via resumes and interviews) to evaluate their qualifications, interest level, and basic fit before presenting them to the Client. VirtuCruit will strive to ensure that candidates put forward match the key criteria provided by the Client. While volume of candidates is not the priority, VirtuCruit will aim to present a reasonable number of strong candidates (for example, an initial shortlist might be around 3-5 candidates, though numbers will vary by role and market conditions). VirtuCruit will not overwhelm the Client with unsuitable resumes; instead, focus on quality.

  • Timeliness: VirtuCruit will commence work on a new role promptly once it is requested. Typically, VirtuCruit expects to deliver an initial shortlist of qualified candidates within approximately 2-4 weeks of the role kickoff (assuming common mid-level positions; highly niche roles might take longer). VirtuCruit will keep the Client informed if a search might take longer due to talent scarcity or other challenges. VirtuCruit will also adhere to any agreed timelines for providing updates or candidates. If a role proves difficult (e.g., very rare skill set), VirtuCruit will communicate challenges and may suggest adjustments to requirements or strategy. VirtuCruit will maintain momentum on all active roles and will not unduly delay or neglect any open search during the Validity Period.

  • Communication & Updates: VirtuCruit will maintain regular communication with the Client’s designated contact about each active role. This could include weekly update emails, status calls, or updates in the portal. The update will cover how many candidates have been sourced, feedback status, any issues encountered, etc. VirtuCruit will promptly relay any important candidate communications, such as a candidate dropping out or needing rescheduling. If the Client reaches out with questions or requests, VirtuCruit will respond in a timely manner (generally within 1 business day).

  • Candidate Management: VirtuCruit will handle interactions with candidates professionally as a representative of the Client’s employer brand. This means providing candidates with accurate information about the role and Client, scheduling interviews considerately, and keeping candidates informed of their status. VirtuCruit will also gently follow up with candidates after interviews to gauge interest and will share relevant feedback from candidates to the Client (e.g., candidate concerns or impressions). VirtuCruit aims to ensure a positive candidate experience, reflecting well on the Client. Candidates who are not selected will be courteously informed of the outcome at the appropriate time.

  • Confidentiality in Search: If the Client’s hiring needs are sensitive or confidential (for example, a stealth replacement of an existing employee or a confidential project), VirtuCruit will conduct the search discreetly and will not divulge the Client’s identity or details beyond what is permitted. VirtuCruit is experienced in managing confidential searches and will take cues from the Client on what can be disclosed to candidates and when.

  • Use of Package Roles Fairly: VirtuCruit acknowledges that the Client has paid for up to a certain number of roles. VirtuCruit will not count a role as utilized unless it meets the criteria in Section 2. VirtuCruit will act fairly in determining when a role is considered filled or closed. For example, VirtuCruit will not prematurely claim a role is filled without an acceptance, nor will VirtuCruit count a cancelled role if it was cancelled early with minimal work done. VirtuCruit will also track the expiry date and remind the Client as the Validity Period end approaches, so the Client has the opportunity to launch any final roles or discuss extensions. VirtuCruit’s goal is for the Client to fill all the roles they paid for, and VirtuCruit will do its best to achieve that within the time frame.

  • Replacement Policy (if any): (Note: Under a prepaid model, typically there isn’t a “replacement guarantee” as in contingency recruiting because the fee isn’t per hire but rather for the service. However, VirtuCruit wants satisfied clients.) VirtuCruit will stand by the quality of its placements. Although no formal guarantee is offered under this Agreement due to its structure, VirtuCruit may, as a courtesy and at its discretion, assist the Client in finding a replacement candidate at no additional charge if a candidate hired through VirtuCruit’s efforts leaves or is terminated for cause within a short time frame (for example, within 60-90 days of starting). This would be done by utilizing one of the remaining roles if available, or if no roles remain, VirtuCruit might still help as a goodwill gesture. However, this is not a contractual obligation, and each situation will be discussed. The primary commitment is that VirtuCruit will work earnestly to avoid such situations by ensuring good candidate fit initially.

  • Professional Standards: VirtuCruit will conduct all activities in compliance with applicable laws and professional standards. VirtuCruit will not engage in any unethical recruiting practices (like misrepresenting roles to candidates or poaching from Client’s company, obviously). If any legal compliance issues arise (like local labor laws affecting hiring), VirtuCruit will inform the Client. VirtuCruit also carries its own professional indemnity and business liability insurances as appropriate for a recruitment service provider.

 

In summary, VirtuCruit is committed to delivering a convenient and efficient service through the Freedom package, providing flexibility to the Client to hire on-demand without the pressure of per-hire fees or strict time constraints, other than the overall one-year term.

7. Non-Circumvention and Candidate Hiring Outside Scope

 

The Client agrees that candidates presented by VirtuCruit are a valuable resource resulting from VirtuCruit’s efforts. To protect VirtuCruit’s business interests, the Client agrees to the following:

 

  • Use of Candidates for Paid Roles: If the Client hires a candidate presented by VirtuCruit for one of the roles under this Agreement, it will count against the Package as per normal. However, if the Client, during the term of this Agreement or within twelve (12) months after its expiration, hires any candidate introduced by VirtuCruit for a position that was not designated as one of the Package roles, then the Client shall inform VirtuCruit and negotiate in good faith a fee for that hire (since it falls outside the pre-paid scope). For example, if VirtuCruit presents Candidate A for Role X, and the Client ends up hiring Candidate A for a different role Y which was not one of the pre-paid roles, then that hire is not covered by the Package. In such case, either the Client can allocate another role credit to that hire (if one remains unused and the Client chooses to apply it), or if no role credit is available, the Client will pay VirtuCruit a placement fee equivalent to VirtuCruit’s standard fee for a single role service. This clause prevents the Client from using VirtuCruit’s candidate sourcing for roles outside of the Agreement’s intended coverage without compensation.

  • Post-Expiration Hires: Similarly, if a candidate was presented by VirtuCruit to the Client during the Validity Period, and the Client does not hire that candidate during the term, but later (within 12 months after the Agreement ends) the Client hires that same candidate for any role, it will be deemed a result of VirtuCruit’s introduction. In such event, the Client agrees to compensate VirtuCruit by either (i) if the Package had unused roles that expired, treating one as reactivated and used for this hire (subject to VirtuCruit’s agreement), or (ii) paying a one-time placement fee as mutually agreed (for instance, equal to the “Solo” package fee or a percentage of salary typical for recruitment fees). This ensures VirtuCruit is not unfairly deprived of credit for a placement when its work was the source of the candidate introduction. (This clause does not apply if the candidate was already known to the Client from an independent source before VirtuCruit’s introduction, and the Client can demonstrate that prior knowledge; however, if the Client had that candidate in process already, the Client should inform VirtuCruit at the time of introduction to avoid confusion.)

  • No Solicitation of VirtuCruit Staff: The Client agrees not to solicit or hire any employees or core consultants of VirtuCruit that the Client comes into contact with through the execution of this Agreement, during the term of the Agreement and for 12 months thereafter, without VirtuCruit’s consent. (This mirrors the clause in the Flexi agreement: while Freedom doesn’t embed staff, the Client may interact with VirtuCruit’s account managers or recruiters working on their roles. The intent is to prevent the Client from poaching those individuals to work for the Client directly or elsewhere.) If the Client breaches this and hires a VirtuCruit staff member, a similar liquidated damages fee as in Section 9 of the Flexi terms (50% of annual compensation or similar) shall apply.

  • Collaboration and Good Faith: The Client will not take any actions intended to circumvent VirtuCruit’s role in the recruitment process. This means the Client will not intentionally route candidates away from VirtuCruit to avoid counting a role. Both parties acknowledge that the Package model is designed to be a win-win: the Client gets cost-effective hiring, and VirtuCruit gets assured business. Any attempt to game the system undermines the relationship. If VirtuCruit feels the Client is acting in bad faith to exploit candidate information or avoid rightful role usage, VirtuCruit will raise the issue and the parties will work to resolve it. Repeated bad faith circumvention by the Client could be considered a material breach of contract.

8. Confidentiality

 

Both VirtuCruit and the Client will maintain strict confidentiality as per the terms outlined in Section 6 of the Freedom Service Agreement (above). All provisions regarding Confidential Information, obligations of non-disclosure, exceptions, compelled disclosure, return of information, and survival period apply to this Freedom Service Agreement as well, as if fully set forth herein. In particular:

 

  • The details of this Agreement (including pricing and package terms) are Confidential Information and shall not be disclosed to third parties (except professional advisors or as required by law).

  • Candidate information and the fact that certain roles are being recruited for might also be confidential for the Client; VirtuCruit will treat it as such.

  • The Client will keep confidential any search strategies or candidate sources that VirtuCruit employs that are not public.

  • Each party will also keep the other’s business information confidential – for the Client, this includes any internal information VirtuCruit learns through recruiting (e.g., expansion plans if gleaned from role discussions), and for VirtuCruit, this includes its processes and any non-public templates or tools.

 

Given that confidentiality was thoroughly defined previously, both parties reaffirm those commitments here.

9. Data Protection and Privacy

 

Both parties agree to adhere to applicable data protection laws in handling personal data as part of the recruitment process. This includes candidate personal data and any personal data exchanged between the parties (such as contact details of employees).

 

VirtuCruit will:

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  • Obtain candidate consent to share their details with the Client.

  • Only use candidate data for recruitment purposes for the Client.

  • Protect candidate data in its systems and not share it externally beyond the Client.

  • Comply with any candidate requests regarding their data (e.g., withdrawal, deletion) as required by law.

 

The Client will:

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  • Use candidate data only for evaluation and hiring.

  • Safeguard candidate data from unauthorized access.

  • If the Client is subject to laws like GDPR and requires a Data Processing Agreement with VirtuCruit, both parties will execute such an agreement separately. (But typically, VirtuCruit might be considered a data processor on behalf of the Client for candidate data.)

 

Both parties will promptly notify the other in case of any data breach involving candidate or confidential data related to this Agreement.

10. Intellectual Property

 

This Agreement primarily deals with services, and not much IP is created aside from documents. However, to the extent applicable:

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  • Any job descriptions or candidate assessment reports crafted by VirtuCruit specifically for the Client shall be the Client’s property upon creation and delivery, for use in the Client’s business. VirtuCruit may retain a copy for record but will not use the Client-specific materials for other clients.

  • VirtuCruit retains ownership of its proprietary recruitment materials, templates, questionnaires, and tools, as well as methodologies, even if used during the service. The Client gains no rights to these beyond using the results (like the candidates and reports) for its hiring.

  • Neither party is granting the other any license to trademarks or other IP except that the Client permits VirtuCruit to use the Client’s name/logo in job advertisements and recruitment outreach to identify the Client (which is often necessary to attract candidates), unless the Client prefers to remain anonymous in certain postings (which should be communicated).

  • If VirtuCruit is given any of the Client’s internal documents or IP (say an Employee Value Proposition document, or technical materials to help assess candidates), VirtuCruit will only use those for recruitment and not share them further, respecting the Client’s IP rights.

11. Liability and Disclaimers

 

The Liability provisions set forth in Section 10 of the Freedom Service Agreement (limitation of liability, no indirect damages, etc.) are incorporated herein by reference and shall apply to this Agreement as well. In summary and as tailored for this context:

 

  • No Guarantee of Outcome: VirtuCruit does not guarantee that the Client will fill all roles or that any particular candidate will accept an offer or remain in the position for any length of time. While VirtuCruit will provide services to the best of its ability, the hiring outcome involves factors beyond VirtuCruit’s control (including Client’s own actions and market conditions). The Package offers opportunities to fill roles, but no refund or additional liability arises if a role is ultimately not filled or a hire doesn’t work out, beyond VirtuCruit continuing to attempt during the Validity Period or as otherwise agreed.

  • Cap on Liability: VirtuCruit’s total liability under this Agreement shall not exceed the Package Fee paid by the Client. This is the maximum aggregate liability for any and all claims, losses or damages, whether in contract, tort or otherwise. This cap is a core part of the bargain given the fixed-fee, discounted nature of the service.

  • No Indirect Damages: Neither party will be liable for indirect or consequential losses to the other. For example, VirtuCruit will not be liable for the Client’s lost revenue, profit, or reputation due to a position being unfilled or a bad hire, nor for any costs of delay. Similarly, the Client will not hold VirtuCruit liable for internal costs incurred due to hiring delays. Each party’s remedies are limited to direct damages (subject to the cap above).

  • Client’s Responsibility: The Client is responsible for compliance with employment laws in making any hires. VirtuCruit is facilitating the introduction of candidates, but the Client as the employer must ensure its hiring practices are lawful (non-discriminatory, proper contracts, etc.). The Client will indemnify VirtuCruit for any claims arising from the Client’s employment relationship with candidates hired (e.g., if a candidate sues for discrimination or wrongful termination, the Client will cover VirtuCruit if VirtuCruit gets implicated through association, provided VirtuCruit did not violate any laws in its part).

  • VirtuCruit’s Responsibility: VirtuCruit will perform services with reasonable care. If VirtuCruit materially fails to perform (breaches) and doesn’t fix it, the Client’s remedy is primarily as set in Section 3 (possible termination for cause and partial refund if applicable). VirtuCruit will indemnify the Client for third-party claims arising from VirtuCruit’s actions, such as if VirtuCruit infringed someone’s intellectual property in something it provided to the Client or if a VirtuCruit employee’s misconduct caused a legal claim.

  • Force Majeure: Neither party is liable for failures caused by extraordinary events beyond control (force majeure), similar to Section 10 of Flexi. If a force majeure event significantly hinders the recruitment process, VirtuCruit and Client will discuss possibly extending the Validity Period or other accommodations, but if the event is prolonged, either may terminate without further liability (with VirtuCruit possibly issuing a pro-rata refund for completely unused role services in that case).

  • Disclaimer: Except as expressly provided in this Agreement, VirtuCruit disclaims any other warranties, including any implied warranties of merchantability or fitness for a particular purpose. The service is provided “as is” in terms of outcome, though VirtuCruit will deliver it with professional quality.

12. Governing Law and Jurisdiction

 

This Agreement shall be governed by the laws of the jurisdiction specified in the Client’s country of incorporation as described in Appendix A similar to Section 11 of the Freedom Agreement. Any disputes will be subject to the exclusive jurisdiction of the courts in the Client’s country (or specific region as appropriate).

 

The parties can mutually agree to mediate or arbitrate disputes, but unless otherwise agreed, disputes will go to court in the specified jurisdiction. Both parties knowingly choose this governing law for consistency with the Client’s local legal framework.

13. Miscellaneous

 

All additional miscellaneous terms from the Freedom Agreement’s Section 12 are incorporated here, including Entire Agreement, Amendments, Assignment, Independent Contractor status, No Third-Party Beneficiaries, Severability, Waiver, Notices, and Authority. To reiterate a few key points in context:

 

  • Entire Agreement: This document constitutes the entire understanding between the parties for the Freedom service. Any marketing materials or prior discussions that are not in here are not binding. Only this written Agreement (and any signed addenda) count.

  • Amendments: Must be in writing signed by both. For example, if the Client later wants to extend the validity or add roles, an email confirmation by both might suffice but preferably a short signed addendum.

  • Assignment: The Client cannot transfer this service to another company without VirtuCruit’s consent. If the Client undergoes a merger or internal reorg, VirtuCruit will usually allow assignment to the successor with notice. VirtuCruit can assign its rights to an affiliate or subcontract parts of the work, but VirtuCruit remains responsible for delivery.

  • Independent Contractor: VirtuCruit is an independent service provider. The relationship is not exclusive; VirtuCruit may serve other clients and the Client may use other services (though exclusivity on each role is encouraged). Nothing here creates a joint venture or employment. VirtuCruit’s team are not employees of the Client.

  • No Third-Party Beneficiaries: Only VirtuCruit and the Client have rights under this Agreement. Candidates do not have any contractual rights via this document, nor do any other entities.

  • Severability: If one clause is void, the rest stands. For instance, if a local law voids the non-solicitation period as too long, it could be reduced but the rest of the contract remains valid.

  • Waiver: If either party doesn’t enforce a provision (like not immediately objecting to a delay), it doesn’t mean they waive the right to enforce it later.

  • Notices: Each party should send official notices (breach, termination, etc.) in writing to the contacts at the addresses given at signing. Operational day-to-day communication can be email.

  • Authority: Signers have authority to bind their organizations.

 

IN WITNESS WHEREOF, the parties hereto have executed this Freedom Service Agreement by their duly authorized representatives as of the Effective Date in Appendix B.

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