EXTERNAL SOURCING PARTNER TERMS & CONDITIONS

(Applicable upon acceptance via checkbox on the platform)

1. Acceptance of Terms

By registering on the platform and clicking “I have read and accept the Terms & Conditions”, you (the “Partner”) agree to be legally bound by these Terms & Conditions (the “Agreement”) with:

Demexios SIA, a company registered in Latvia under registration number 40203681251, having its registered office at Ilūkstes iela 109-30, Riga, Latvia (the “Company”).

If you do not agree with these Terms, you must not use the platform.

2. Purpose

The purpose of this Agreement is to define the terms under which the External Sourcing Partner will provide candidate sourcing services to the Company in relation to recruitment mandates handled by the Company for its clients.

The Partner acts as an independent contractor and is not an employee, agent, or representative of the Company.

3. Scope of Services

The External Sourcing Partner agrees to perform the following activities:

  • Identify potential candidate profiles for roles defined by the Company.

  • Contact candidates in a professional and ethical manner.

  • Validate basic qualification criteria according to the job description.

  • Submit candidate profiles and CVs to the Company following submission standards defined by the Company.

  • Schedule introductory interviews between candidates and the Company when applicable.

The Partner shall perform these services with reasonable professional care and diligence.

4. Activities Excluded from the Partner’s Role

The Partner is not authorized to:

  • Represent themselves as an employee of the Company.

  • Conduct full competency interviews with candidates.

  • Present candidates directly to the Company’s clients

  • Negotiate employment terms with candidates.

  • Communicate with clients of the Company.

  • Enter into agreements on behalf of the Company.

The Partner shall clearly present themselves as an independent external sourcing partner when communicating with candidates.

5. Independent Contractor Status

The Partner acts as an independent contractor and not as an employee.

Nothing in this Agreement shall create:

  • an employment relationship

  • a partnership

  • an agency relationship

The Partner is solely responsible for:

  • their own taxes

  • social contributions

  • insurance

  • business registrations

The Company shall not provide employee benefits.

6. Tools and Working Conditions

The Partner shall use their own equipment, software, and tools to perform sourcing activities.

The Company does not provide or reimburse tools unless agreed separately.

7. Candidate Ownership and Submission Rules

A candidate shall be considered submitted by the Partner only if:

  • The candidate’s Linkedin Profile or CV is submitted to the Company through the official submission process.

  • The candidate is not in active process recruitment with the Company or has not already been in contact with the Company within the previous 6 months.

  • The Company retains the right to determine whether a candidate submission is valid.

All candidate profiles, CVs, and candidate information submitted to the Company shall remain the exclusive property of the Company. The Partner shall not reuse, distribute, or submit such candidates to other recruitment agencies or clients without the prior written consent of the Company.

8. Compensation

The External Sourcing Partner shall be compensated on a success-based model, based on candidates sourced by the Partner who are successfully hired by the Company’s client.

If a candidate sourced and introduced by the Partner is successfully hired by the Company’s client, the Partner shall be entitled to a placement commission.

The commission amount shall be defined for each role in the job briefing provided by the Company to the Partner prior to the sourcing activity.

The commission per successful hire shall generally range between:

€2,000 and €10,000 per placement depending on the role, seniority, project, and client agreement.

The specific commission applicable to each role will be clearly stated in the job briefing shared with the Partner.

The commission shall be due only if all the following conditions are met:

  • The candidate was first introduced to the Company by the Partner in accordance with the candidate submission rules described in this Agreement.

  • The candidate is successfully hired by the Company’s client.

  • The candidate signs an employment contract with the client and effectively starts their employment.

  • The Company has received the corresponding placement fee from its client for that hire.

The Partner acknowledges and agrees that the Company’s obligation to pay the placement commission is conditional upon the Company receiving payment from its client for the relevant recruitment placement.

If the client delays or fails to pay the Company, the Company shall not be required to pay the commission to the Partner until such payment has been received.

The placement commission described above constitutes the full and complete compensation payable to the Partner for services rendered under this Agreement.

No additional sourcing fees, interview fees, or bonuses shall be payable unless explicitly agreed in writing.

9. Payment Terms

Payments to the External Sourcing Partner shall be calculated based on successful placements achieved.

The Partner shall issue a valid invoice to the Company after confirmation that the candidate has started employment with the Company’s client and the Company has received the corresponding placement payment from the client.

The Company shall pay the invoice within eight (8) days following receipt of a valid invoice, provided that the Company has already received payment from the client for the relevant placement.

Payments shall be made by bank transfer to the bank account indicated on the invoice.

The Partner is solely responsible for complying with all applicable tax and invoicing obligations in their country of residence or registration.

10. Confidentiality

The Partner agrees to keep strictly confidential all information obtained during the course of this Agreement, including but not limited to:

  • client identities

  • recruitment assignments

  • candidate information

  • business processes

  • internal documentation

Such information shall not be disclosed to any third party without the prior written consent of the Company.

This obligation shall remain in force for three (3) years after termination of this Agreement.

11. Data protection

The Parties shall comply with the General Data Protection Regulation (Regulation (EU) 2016/679) and applicable Latvian data protection laws.

12. Non-Circumvention

The Partner agrees not to circumvent the Company in relation to recruitment assignments introduced by the Company.

In particular, the Partner shall not, directly or indirectly:

a. contact or approach the Company’s clients regarding recruitment services;
b. introduce candidates sourced within the framework of this Agreement directly to the Company’s clients or any Clients;
c. attempt to obtain recruitment fees or other compensation directly from the Company’s clients.

This restriction applies during the term of this Agreement and for a period of twenty-four (24) months following its termination.

If the Partner breaches this clause, the Company reserves the right to claim compensation for any damages resulting from such breach.

13. Term and Termination

This Agreement enters into force upon acceptance via checkbox.

Either Party may terminate the Agreement with 14 days written notice.

The Company may terminate immediately in cases of:

  • breach of confidentiality

  • misrepresentation

  • unethical behavior

  • violation of data protection laws

The termination of this agreement does not release the Partner or the Company from all obligations specified herein.

 

14. Liability

The Partner shall be fully liable for any damages, losses, or reputational harm suffered by the Company as a result of the Partner’s actions, negligence, or breach of obligations under this Agreement.

In particular, the Partner shall be liable in the event of:

  • Intentional breach of confidentiality, including the disclosure or unauthorized use of confidential information belonging to the Company, its clients, or its candidates.

  • Intentional misuse of candidate data, including the unauthorized sharing, sale, transfer, or use of candidate information, CVs, contact details, or any related data obtained through the collaboration.

  • Unlawful or inappropriate communication with candidates, including but not limited to insulting, discriminatory, abusive, or otherwise unprofessional behavior toward any candidate.

  • Direct contact or contracting with the Company’s clients department or point of contact for professional or commercial purposes, without the prior written consent of the Company during the applicable term of the contract and for the next 24 months after the termination of the contract.

In the event of a violation involving intentional breach of confidentiality, intentional misuse of candidate data, unlawful communication with candidates, or direct contact or contracting with the Company’s clients, the Company reserves the right to claim damages of up to €15,000, without prejudice to any additional legal remedies available under applicable law.

These provisions remain applicable even after the termination of this Agreement where relevant to the protection of the Company’s interests, confidential information, and professional relationships.

The Company shall not be liable for indirect losses incurred by the Partner.

15. Warranty (Replacement Obligation)

In the event that a candidate sourced by the Partner and hired by the Company’s client leaves the position or is terminated within a period of three (3) months following their start date, the Partner agrees to:

  • Use reasonable efforts to source and propose replacement candidates for the same role;

  • Cooperate in good faith with the Company to identify suitable alternative candidates;

This obligation is a best-effort obligation and does not guarantee a successful replacement hire.

16. Intellectual Property

Any materials, sourcing methods, documentation, or processes shared by the Company remain the exclusive property of the Company.

The Partner may not reproduce or distribute such materials without written permission.

17. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of the Republic of Latvia.

Any dispute arising from this Agreement shall be settled in the courts of Latvia.

 

18. Electronic Acceptance

By clicking “I accept the Terms & Conditions”:

  • The Partner acknowledges having read and understood this Agreement

  • This action constitutes a legally binding electronic agreement

  • It has the same legal value as a handwritten signature

The Company may store:

  • Timestamp of acceptance

  • IP address

  • Version of Terms accepted