Background: Rockin Ltd offers recruitment services. The Client seeks Rockin Ltd services for hiring Candidates permanently, freelance, self-employed or temporarily. This Agreement outlines their mutual rights and duties regarding recruitment.

Definitions: Key Terms Explained

Agreement: This document, including attachments.

Applicable Fee: The Placement fee, not including additional costs, as detailed in Schedule 1.

Assignment: Work assigned to a Temp by the Client.

Business Day: A weekday in New York, New York, excluding weekends.

Candidate: An individual represented by Rockin for employment with the Client.

Client: The entity seeking Rockin Ltd services.

Default Rate: The lesser of 18% or the maximum legal rate.

Dispute: Any disagreement related to this Agreement, including its validity.

Effective Date: The start date of this Agreement.

Employ: When a Client hires a Candidate or Temp.

Introduce: Rockin’s sharing of a Candidate or Temp’s details with the Client.

Offer: A job proposition given to a Candidate or Temp.

Permanent Placement: A job position on a permanent basis.

Permanent Recruitment Services: Services detailed in clause 3.1.

Placement: The hiring of a Candidate or Temp by the Client.

Representative: An individual authorized to resolve Disputes for a party.

Replacement Guarantee: Defined in clause 5(a).

Rockin: Rockin Ltd

Temp: An individual represented by Rockin for temporary Assignments.

TRP: The total annual compensation for a Candidate, including salary and benefits.

2. Acceptance and Binding Nature of Terms

2.1 Duration: This Agreement starts on the Effective Date and continues until terminated or replaced.

2.2 Acceptance: Deems our terms accepted when a Client requests a CV, schedules an interview, or hires a candidate—whichever comes first signifies agreement.

2.3 Binding Effect: If the Client doesn’t formally sign but starts fulfilling obligations or verbally agrees to this Agreement, it’s understood and agreed that these terms are binding. This includes actions that suggest

agreement with or acceptance of these terms through involvement with our services.

3. Services

3.1 Permanent Recruitment Services Rockin will provide the following upon request:

Introduce Candidates for Permanent Placements.

1. Conduct an interview to evaluate suitability based on what the client has explained in their brief. Though the Client must independently ensure through their own interview process and/or reference checking that the candidate meets their requirements.
2. Arrange interviews between the Client and Candidates.
3. Deliver these services with utmost care and professionalism.

• Obligations for Permanent Recruitment The Client must:

1. Supply Rockin with detailed job descriptions and requirements.
2. Notify Rockin immediately (maximum business 5 days) upon deciding to interview or offer a position to an introduced Candidate.
3. Avoid interviewing, offering to, or hiring a Candidate without following the required notification procedures. Failure to comply results in a fee.
4. Not refer introduced Candidates to third parties; doing so incurs a fee if the third party hires the Candidate.
5. Inform Rockin if an introduced Candidate is already known to them, including details of any prior relationship. Neglecting this and hiring the Candidate still obligates the Client to pay the fee.
6. The introduction of a candidate will be deemed as a Rockin introduction even if the client previously knew or has interviewed the candidate if Rocking renewed the interest of the candidate in the client.
7. Fees

4.1. Permanent Recruitment Services Fee

1. For the provision of the Recruitment Services, Rockin will be entitled to receive from the Client an Applicable Fee for successfully Introducing a Candidate to the Client for a Permanent Placement.  The Applicable Fee will be as set out below:

1. All placements are subject to a minimum fee of $5,000
2. If the Candidate is to have the use of or is provided with a company vehicle then an additional $7,000 will be added to the salary package and the fee charged accordingly
3. Any guarantees or perks will also be chargeable.

4.2 Payment Timing for Permanent Recruitment The Fee is due within 14 days of receiving an invoice from Rockin, issued on or around the Candidate’s start date.

4.3 Payment Methods Fees must be paid using the method specified by Rockin. The Client recognizes that Rockin is not affiliated with any third-party payment processors and agrees to their terms.

• In Case of Non-Payment the Client must pay Rockin:

1. Without any deductions or delays;
2. In full, directly to the provided account.
3. Failure to pay allows Rockin to:

• Pause services until payment;
• Apply any Client funds held by Rockin towards the debt.

1. Late payments incur:

• Interest from the due date until full payment;
• Any costs Rockin incurs to recover the debt.

1. Prompt payment is crucial under this Agreement.
2. Rebate
3. Rockin provides an 8-week rebate scheme for all Permanent Placements, starting from the Candidate’s first employment day with the Client, contingent on full payment of related invoices per this Agreement. This guarantee is offered as follows:

1. This rebate does not apply if:

• The Candidate is laid off;
• There’s a significant job or company change;
• The termination is due to Client’s organizational changes;
• The Candidate joins a Client’s subsidiary or associated company;
• Employer misconduct is proven.

1. This guarantee does not cover Temporary positions.

6. Liability and Indemnity

6.1 Liability Limits Rockin’s liability to the Client is limited as follows, to the maximum extent the law allows:

1. Rockin isn’t liable for inaccuracies or misrepresentations by Candidates, nor for verifying their information’s accuracy or completeness. Rockin isn’t responsible for the Candidate’s suitability.
2. Rockin isn’t liable for any loss or damage resulting from the Client’s actions, or for delays or failures in referring a Candidate.
3. Rockin’s liability for any claim related to this Agreement is capped at the relevant Fee paid, excluding indirect or consequential losses like lost profits or opportunities.

6.2 Indemnity

The Client fully indemnifies Rockin and its staff against all claims, including:

1. Demands on Rockin;
2. Any losses, whether from death, injury, accidents, property damage, delays, financial losses, or any other cause,
3. arising directly or indirectly from this Agreement or the recruitment services provided by Rockin, covering both permanent and temporary placements .

   6.3 No Warranties Rockin does not guarantee any specific performance, results, problem resolution, or achievement from any Candidate. Rockin offers no warranties, express or implied, for its recruitment services, to the maximum extent allowed by law or as outlined in clause 5.a

   7. Termination

   Rockin can suspend or terminate services without liability if the Client breaches this Agreement, including payment obligations. This action won’t affect any rights accrued before termination. 

   8. Compliance with Law

   The Client confirms it complies with all laws related to employment, health and safety, and industrial relations concerning Candidates introduced by Rockin. Rockin isn’t liable for the Client’s legal breaches or its employees’ actions.

   9. Confidentiality

   Rockin will maintain the confidentiality of its engagement with the Client, including services provided and related terms, as well as all shared information, except in service delivery to the Client. This does not cover information already public, received non-confidentially from a third party, or proven to be previously known to Rockin. On request, Rockin will return all materials from the Client. Violations may result in injunctive relief.

   10. Dispute Resolution

   10.1 Court proceedings for disputes may only start after attempting this clause’s steps, except for urgent court relief or issues regarding this clause itself.

   10.2 A disputing party must inform the others in writing within 10 business days.

   10.3 Representatives from each involved party must then try to resolve the dispute through good faith negotiations, in person or via phone.

   11. General

   11.1 Each party guarantees that it:

   1. Can fulfil and abide by this Agreement’s terms;
   2. Has authorized this Agreement’s execution and compliance;
   3. Finds this Agreement legally valid and binding;
   4. Does not violate any laws, government directives, its own rules, or other agreements by agreeing to this.
   5. These guarantees are ongoing throughout the Agreement.

11.2 Legal costs are each party’s own responsibility, unless otherwise agreed.

11.3 Agreement terms can only be waived or changed in writing by the involved parties.

11.4 Parties have the right to give or withhold consent under this Agreement without needing to explain their reasons.

11.5 Parties must take all necessary actions to fulfil this Agreement’s terms and obligations.

11.6 Governing Law and Jurisdiction, The laws of New York govern this Agreement, with exclusive jurisdiction for disputes in New York County courts. This Agreement may be executed in counterparts, forming one document when combined.

11.7 Entire Agreement, This document is the complete agreement between the parties, replacing all prior discussions and agreements about its subject. It acts as an ongoing agreement, with each assignment considered a separate contract under its terms.

11.8 Severability, If any part of this Agreement is deemed unenforceable in a jurisdiction, it can be severed in that jurisdiction alone, without affecting the rest of the Agreement’s provisions or its validity in other jurisdictions, unless the change significantly alters the Agreement’s nature or the parties’ commercial standing, or is against public policy.

11.9 Interpretation, In this Agreement:

1. Singular includes plural and vice versa.
2. Definitions apply to different grammatical forms.
3. “Includes” means without limitation.
4. No construction rule disadvantages a party for drafting a clause.
5. References to “person” include various legal entities and vice versa; legislation includes amendments; a right includes powers and benefits; time refers to New York local time; and references to dollars mean US currency.
6. Written obligations include warranties and representations, and action dates falling on non-Business Days extend to the next Business Day.

11.10 Headings are for convenience and don’t influence the Agreement’s interpretation.

12. Notices

12.1 Notices must be in writing and delivered personally, by mail, or electronically (with read receipt request). Parties can update their contact details for notices through written notice to each other.

12.2 Notices are considered received:

1. Immediately if delivered in person;
2. Three business days after mailing within the US;
3. Five business days after mailing to or from outside the US.
4. Read receipt if electronically by email

Signed

Client__________________________

Date:

Rockin———————————–

Date: