talent solutions terms & conditions
for permanent placements
THESE TALENT SOLUTIONS TERMS AND CONDITIONS FOR PERMANENT PLACEMENTS (the “Terms”) are entered into by and between ReluTech, LLC (“ReluTech”), having offices at 22 Technology Parkway South, Peachtree Corners, GA 30092, and the individual or entity purchasing Services (as defined below) from ReluTech (“Client”). These Terms will govern ReluTech’s provision of Services to Client.
- SERVICES. Client may purchase from ReluTech hereunder full-time permanent placement personnel recruitment services (“Services”). As part of the Services, ReluTech will furnish to Client resumes of candidates to be hired by Client on a permanent basis (each a, “Candidate”). Client shall have the right to interview and approve all proposed Candidates prior to hire. ReluTech agrees to conduct reasonable reference checks of Candidates provided to Client under these Terms. ReluTech’s reference checks shall only provide answers to specific questions asked by Client. They are not intended to be an exhaustive check of employment, education and other background information and ReluTech makes no warranty as to the accuracy of the information provided.
- NON-DISCRIMINATION. ReluTech and Client acknowledge and agree that each is and shall at all times remain an equal opportunity employer, making decisions without regard to or consideration of an individual’s race, color, religion, sex, age, national origin, ancestry, citizenship, marital status, physical or mental disability or other protected status
- FEES AND EXPENSES.
3.1 Full Time Permanent Placement Fees. With respect to any Candidate hired by Client or its affiliate(s) during the Fee Period (as defined below) as a full-time permanent employee, Client shall pay ReluTech a fee which will be deemed earned upon each Candidate’s acceptance of Client’s offer, equal to 20% of such Candidate’s first year base salary plus any guaranteed bonus.
3.2 Fee Period. Client shall owe the fee set forth in Section 3.1 for all Candidates who are hired by Client or its affiliates within one year of the date that ReluTech first presents such Candidate’s resume to Client (the “Fee Period”).
3.3. Exceptions. No fee will be due under Section 3.1 for any Candidate if within the 90-day period prior the date ReluTech refers such Candidate to Client, Client was already engaged in active discussions with such Candidate concerning prospective employment.
3.4 Guarantee. If within the first ninety (90) days of full-time permanent employment with Client a Candidate hired by Client pursuant to these Terms is terminated for cause by Client or voluntarily terminates his or her employment with Client without cause, ReluTech agrees to replace the Candidate at no additional fee to the Client. If Client is past due on any amounts owed to ReluTech hereunder for any Candidate this replacement guaranty will not apply. Similarly, if alternative payment terms apply to the fee due for a particular Candidate and the full fee due for such Candidate has not yet been paid due to such alternative terms, the replacement guaranty will not apply to such Candidate. This replacement clause does not apply to any resignation or termination for reasons relating to a restructuring, layoff, reduction in force, lack of work or similar.
3.5 Standard Payment. The fees set forth herein are due in full, in advance, immediately upon the Candidate’s acceptance of Client’s full-time permanent offer. In addition to imposing a late charge, ReluTech may suspend any further Services due to Client’s late payment. All fees due hereunder by Client shall be paid by Client via the Amazon Web Services (“AWS”) marketplace. To pay such fees, Client shall purchase credits from AWS and apply such credits to satisfy in full all amounts due hereunder. No fractional credits are permitted. Client acknowledges that (a) in addition to these Terms, its purchase and application of AWS credits shall be governed by AWS’ applicable terms and conditions, (b) AWS or ReluTech may impose restrictions on the manner and quantity of credits that may be purchased, including setting minimum purchase increments, and (c) nothing in these Terms is intended to alter or modify AWS’ terms in any way. Client further acknowledges and agrees that credits expire upon expiration or termination of this Agreement; ReluTech is not liable for any unused or unapplied credits; credits have no cash value; and no refunds will be issued for unused credits. If Client fails to satisfy its payment obligations hereunder, ReluTech reserves the right to require payment in immediately available funds.
3.6 Alternative Payment. In certain circumstances, and for additional fees, ReluTech may allow Client to pay fees due hereunder over time via the application of AWS credits on a monthly basis. Any such arrangements shall be separately agreed to in writing signed by both parties. In the absence of any such separate agreement, the terms of Section 3.5 shall apply.
- LIMITED WARRANTY.
4.1. ReluTech warrants that at the time of performance it will provide Services hereunder utilizing reasonable care and skill and in accordance with customary industry standards.
4.2 ReluTech shall not be liable for (a) Client’s failure to provide a safe worksite for candidates; (b) Client’s failure to supervise, control, or safeguard premises, processes, confidential information or systems; (c) claims by Candidates for benefits, contributions, or penalties under any employee benefit plan, fringe benefit plan, or personnel policy sponsored and maintained by Client; (d) Client making substantial changes in the Candidate’s job duties or risks without ReluTech’s prior written approval; (e) the conduct of Client’s officers, employees, and agents; or (f) acts or omissions of any Candidate in the furtherance of Client’s particular business, except to the extent that such claim, loss, or liability is caused by ReluTech’s negligent failure to perform its screening, selection, assignment, or other contractual duties with respect to the Candidate.
- RELUTECH MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WHETHER ARISING BY OPERATION OF LAW, COURSE OF PERFORMANCE OR DEALING, CUSTOM, USAGE IN THE TRADE OR PROFESSION OR OTHERWISE, WITH RESPECT TO THE SERVICES OR CONTRACT SERVICES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE, EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SUBSECTION 4.1 ABOVE.
- INTELLECTUAL PROPERTY. ReluTech shall own exclusively all rights, and ReluTech does not convey, nor does Client obtain any rights, in ReluTech’s confidential or proprietary information used or provided by ReluTech in the ordinary course of business to perform Services pursuant to these Terms, including any software, appliances, methodologies, code, templates, tools, policies, records, working papers, knowledge, data, know-how, architectures, concepts, techniques, templates, works of authorship or other intellectual property, written or otherwise, all of which shall belong exclusively to ReluTech. Nothing herein shall preclude ReluTech from using and maintaining its proprietary interest in the ideas, know-how, methods, techniques or inventions that it brought to or developed during the course of providing the Services.
- MISCELLANEOUS. These Terms set forth the entire agreement between the parties with respect to the subject matter hereof, and supersede all contracts, proposals or agreements, whether oral or in writing, and all negotiations, discussions and conversations, between the parties with respect thereto. These Terms may not be altered, amended or modified or any of its provisions waived except in a written document signed by both parties. These Terms shall be governed by the laws of the State of Georgia. Sections that by their terms are intended to survive termination of these Terms, including Sections 3 and 11 shall so survive. In case any one or more of the provisions contained in these Terms should be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be in any way affected or impaired thereby.
- TERM AND TERMINATION. These Terms shall be binding upon Client upon the date Client accepts them electronically on AWS’ marketplace and shall continue for a period of twelve (12) months thereafter. These Terms shall automatically renew for successive 12-month periods unless either party gives notice to the other of its intent not to renew no less than thirty (30) days prior to the expiration of the then current term. ReluTech reserves the right to modify these Terms effective upon thirty (30) days prior notice. These Terms may be terminated by either party on thirty (30) calendar days’ prior written notice to the other party. Furthermore, either party shall have the right to terminate these Terms immediately upon written notice thereof to the other party if such other party breaches any of the terms of these Terms or fails to perform or observe any of its obligations hereunder, and such breach or failure is not reasonably cured within a period of ten (10) calendar days after the receipt by the breaching party of written notice of such breach or failure specifying the nature of the breach or failure. Termination of these Terms shall not relieve either party of its obligations incurred prior to the effective date of termination. Client’s obligation to pay fees and expenses due hereunder shall survive any termination of these Terms. Without limiting the generality of the foregoing, if after termination of these Terms Client hires as a permanent employee any Candidate referred by ReluTech hereunder and the date of hire falls within the Fee Period for such Candidate, then Client shall owe the fees due under Section 3.1 for such Candidate. Further, to the extent the parties have separately agreed in writing to alternative payment terms pursuant to Section 3.6 above, then all outstanding and future amounts due shall become immediately due and payable at the time of expiration or termination of this Agreement.
- LIMITATIONS OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES, BUSINESS INTERRUPTION, LOST BUSINESS PROFITS OR LOST DATA ARISING OUT OF THESE TERMS OR ANY SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OF OR WAS AWARE OF THE POTENTIAL FOR SUCH DAMAGES IN ADVANCE. RELUTECH’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS, INCLUDING IN CONNECTION WITH ANY SERVICES, SHALL BE LIMITED TO THE FEES THERETOFORE PAID BY CLIENT TO RELUTECH UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.
- RIGHT TO USE. During the term hereof, ReluTech will make available a chatbox powered by NerdRabbit, LLC (the “Tool”) to facilitate ReluTech’s delivery of Services hereunder. Client’s use of this Tool shall be revocable, limited and non-exclusive. ReluTech may terminate Client’s use of the Tool or discontinue providing access to the Tool at any time and for any reason. Client may not transfer, assign or sublicense its use of the Tool. The Tool is provided free of charge on an AS-IS basis by ReluTech. ReluTech does not make any warranty, whether express or implied, as to the Tool. RELUTECH DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING AS TO MERTCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE TOOL. All right, title and interest in and to the Tool are owned exclusively by ReluTech’s licensors. All rights in and to the Tool are reserved by ReluTech and its licensors. Client may not use the Tool except as expressly permitted in writing by ReluTech. Client may not modify, copy, commercialize, distribute, reverse engineer, reverse compile, disassemble, or transfer the Tool. All additions, developments, modifications, enhancements, customizations or adaptations, including all derivative works, of or to the Tool shall belong solely to ReluTech’s licensors.