Hiring Entity Terms Of Service

Last Modified: 21 July 2021 

ReEcho operates three-sided exchange between businesses looking to hire, specialist recruiters and talent, supported by the ReEcho Platform (as defined below). These are the Hiring Entity Terms of Service – please read them carefully.

This is a contract between you (the Hiring Entity) and us (ReEcho). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. These terms are so important that we cannot provide these services unless you agree to them. By engaging ReEcho with respect to the Hiring Entity Services (as defined below), you are agreeing to these terms.

We may update and change any part or all of these Hiring Entity Terms of Service. If we update or change these Hiring Entity Terms of Service, the updated terms will be posted at https://www.reecho.com/hiring-terms-conditions. If you have a subscription to the ReEcho Platform (as defined below), we will let you know through the ReEcho Platform. If you do not have a ReEcho subscription, we will let you know by posting the revised copy on our website. The updated Hiring Entity Terms of Service will become effective and binding on the next business day after it is posted. When we change these Hiring Entity Terms of Service, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review these Hiring Entity Terms of Service periodically.

1. DEFINITIONS AND INTERPRETATION

1.1
The definitions and rules of interpretation in this clause apply in this agreement.

Affiliate: in relation to a party, any person that Controls, is Controlled by, or is under common Control with that party.

Agreement means these Hiring Entity Terms of Service and all materials referred or linked to in here (including, for the avoidance of doubt, any Engagement Terms or Assignment Terms). 

Assignment: the provision of a Candidate’s Services to a Client, as detailed in the relevant Assignment Terms and any relevant Terms of Business for Contractors. 

Assignment Terms: a terms summary substantially in the form set out in Schedule 2 (or as set out in one or more messages on the ReEcho Platform which have been given the ‘Terms’ designation and proposed and accepted as between the relevant ReEcho Account Manager and a Hiring Entity Representative).

Candidate: A person introduced by the Designated Recruiter to the Hiring Entity, including an officer or employee of the Candidate if the Candidate is a company or LLP, to either (i) undertake Candidate's Services for the Hiring Entity or (ii) to work for the Hiring Entity on a permanent basis.

Candidate’s Remuneration: means (i) in relation to any Candidate Engaged by the Hiring Entity on a permanent basis, the total amount of the relevant Candidate’s gross basic salary in the first year in which they are employed (or, if such Candidate is to be employed for less than a year, for the length of the employment) and (ii) in relation any Candidate providing Contractor Services to the Hiring Entity, the total amount paid to such Candidate (or to ReEcho pursuant to clause 3.1(b)) for such Contractor Services whether calculated on a hourly, daily, weekly or monthly basis. 

Conduct Regulations: means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended from time to time).

Confidential Information: any information that relates to ReEcho’s or any Hiring Entity’s business that is identified as confidential or is confidential by its nature including, without limitation, (i) the names, hiring plans or employment policies of the Hiring Entity, (ii) the names and salaries of Candidates, (iii) pricing policies, (iv) trade secrets, (v) know-how, (vi) software and (vii) information concerning existing or future products and (viii) the terms of this Agreement.

Contracting Fee: as set out in the relevant Assignment Terms. 

Contractor’s Services:
the services performed by the Candidate as a contractor, temporary worker or consultant either (i) directly to the Hiring Entity or (ii) through ReEcho pursuant to clause 3.1(b).

Control: in relation to a party, direct or indirect beneficial ownership of more than 50% of the share capital, stock or other participating interest carrying the right to vote or to distribution of profits of that party, as the case may be, and Controlled and Controls shall be construed accordingly.

Designated Recruiter: any ReEcho Recruiter identified to the Hiring Entity by ReEcho as the provider of Hiring Entity Services (including, without limitation, by being named in the relevant Engagement Terms). 

Engagement: the employment, hire or other use, directly or indirectly, whether under a contract of service or otherwise and whether on a permanent, temporary or other basis, of a Candidate by or on behalf of the Hiring Entity, and “Engage”, “Engaged” and “Engages” shall be construed accordingly.

Engagement Period: the period during which any Hiring Entity Services are provided, as detailed in the relevant Engagement Terms. 

Engagement Terms: a terms summary substantially in the form set out in Schedule 1 (or as set out in one or more messages on the ReEcho Platform which have been given the ‘Terms’ designation and proposed and accepted as between the relevant ReEcho Account Manager and a Hiring Entity Representative).

Hiring Entity Fees: any Recruiter Placement Fees, Recruiter Process Fees, Contracting Fees, and ReEcho Active Management Fees. 

Hiring Entity Representative: any director, employee, agent or other representative of the Hiring Entity or any of its Affiliates.

Hiring Entity Services: any Recruiter Placement Services, Recruiter Process Services, ReEcho Contractor Services, ReEcho Recruiter Coordination Services and Active Management Services. 

Hiring Entity Third Party:
means any company or person who is not the Hiring Entity, whom the Hiring Entity has directly or indirectly passed any information about a Candidate to (including but not limited to any details relating to the Candidate’s name, contact information, performance during a placement, experience, qualifications or biography). For the avoidance of doubt, this can include any Affiliate of the Hiring Entity.

Intellectual Property: any and all intellectual property rights of any nature anywhere in the world whether registered, registerable or otherwise, including patents, utility models, trade marks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the "look and feel" of any websites.

Liabilities: Any sum (present, contingent or future) payable by one party to another party whether or not under the Agreement. 

Owned Data:
content or information submitted to the ReEcho Platform by a person other than ReEcho, such as chat messages or files.

Recruiter Placement: the placement of any Candidate with the Hiring Entity.

Recruiter Placement Fee: as set out in the relevant Engagement Terms.

Recruiter Placement Services: has the meaning given to such term in clause 2.1(i).

Recruiter Process Fees: as set out in the relevant Engagement Terms.

Recruiter Process Services: has the meaning given to such term in clause 2.1(ii).

ReEcho Account Manager: the person named as such in the relevant Engagement Terms or Assignment Terms (or any other person appointed as such from time to time by ReEcho in its absolute discretion).

ReEcho Active Management Fee: as set out in the relevant Engagement Terms. 

ReEcho Active Management Services:
has the meaning given to that term in clause 3.1(c).

ReEcho Recruiter Coordination Services: has the meaning given to such term in clause 3.1(a).

ReEcho Contractor Services: has the meaning given to such term in clause 3.1(b).

ReEcho Platform: all mobile applications, web applications, desktop applications and based applications and URLs owned and/or operated by ReEcho and/or its Affiliates.

ReEcho Recruiter: a person that has agreed to any recruitment partner terms of service with ReEcho or one of its Affiliates.  

Software: the software owned by ReEcho or any of its Affiliates.

Term: the period from (i) the start date of the first Engagement Period or Assignment to occur (whichever is earlier) to (ii) to latest end date of any last Engagement Period or Assignment (whichever is later), provided that any Engagement Period or Assignment which starts after the end of the Term shall be deemed to have extended the Term to the last day of any then current Engagement Period or Assignment, in each case as may be varied by the earlier termination of this Agreement in accordance with its terms.

Termination Date: the date of expiry or termination of this Agreement.

Terms of Business for Contractors: any separate agreement between the parties with respect to the provision of temporary or contract staff to the Hiring Entity.

Working Day: Monday to Friday, excluding any public holidays, in England and Wales.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. 

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 

1.4 The schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement and any reference to this Agreement includes the schedules. 

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 

1.6 Words in the singular shall include the plural and vice versa. 

1.7 A reference to one gender shall include a reference to the other genders. 

1.8 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. 

1.9 A reference to writing or written includes faxes and e-mail. 

1.10 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.

1.11 A reference to a document is a reference to that document as varied or novated (in each case, other than in breach of the provisions of this Agreement) at any time.

1.12 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule.

2. REECHO APPOINTMENT 

2.1.
Subject to clause 2.2, each ReEcho Recruiter has contracted with ReEcho to provide, as a representative of ReEcho:

(i) services that are intended to result in the placement of Candidates (the Recruiter Placement Services); and (ii) as a consultancy for the provision of any recruitment process management or consultancy services (Process Services); and 

(ii) recruitment process management or consultancy services (the Recruiter Process Services).

2.2 The provision of any Recruiter Placement Services or Recruiter Process Services to the Hiring Entity shall be provided:  

(a) by the relevant Designated Recruiter(s); and

(b) on the terms set out in clause 4 and the relevant Engagement Terms, and, without prejudice to clause 4, you acknowledge and agree that: (i) with respect to each relevant Designated Recruiter, the resulting contract for the provision of the Recruiter Placement Services or the Recruiter Process Services (as applicable) shall apply to the exclusion of any and all other terms and conditions that the Hiring Entity may seek to impose or which are imposed by trade and custom between the relevant Designated Recruiter and the Hiring Entity; and (ii) ReEcho is not a reseller of services (and nothing in this Agreement is intended to or shall operate so as to appoint ReEcho as such).

3. REECHO ANCILLARY SERVICES 

3.1
If instructed to do so in writing by the Hiring Entity (including by way of Engagement Terms and with no obligation on the Hiring Entity to do so) ReEcho shall use its reasonable endeavours to: 

(a) introduce and advise the Hiring Entity with respect to suitable ReEcho Recruiters for the provision of any Recruiter Placement Services or Recruiter Process Services (the ReEcho Recruiter Coordination Services); 

(b) act as the employment agency (as defined within the Conduct Regulations) with respect to the engagement of any contractors or temporary staff on the relevant Assignment Terms and any relevant Terms of Business for Contractors (the ReEcho Contractor Services); and/or

(c) provide additional recruitment process management services and/or meet certain deliverables, the scope of which shall be as set out in the relevant Engagement Terms (the ReEcho Active Management Services). 

3.2 In consideration for the provision of any ReEcho Contractor Services, the Hiring Entity shall pay to ReEcho the relevant Contracting Fees (on the payment terms set out in the relevant Assignment Terms). 

3.3 In consideration for the provision of any ReEcho Active Management Services, the Hiring Entity shall pay to ReEcho the relevant ReEcho Active Management Fees (on the payment terms set out in the relevant Engagement Terms).

4. PLACEMENTS AND PROCESSES 

4.1
In consideration for the provision of the Recruiter Placement Services and if the Hiring Entity offers to Engage a Candidate (in any capacity whatsoever) within 12 calendar months of the introduction of that Candidate to the Hiring Entity by the Designated Recruiter or ReEcho, the Hiring Entity shall pay to ReEcho the relevant Recruiter Placement Fee.

4.2 The Hiring Entity shall pay to ReEcho the relevant Recruiter Placement Fee within 15 days of the date of ReEcho’s invoice for the same, and ReEcho shall be entitled to issue such invoice at any time:

(a) in relation to any Candidate Engaged by the Hiring Entity on a permanent basis, on or after the date of the relevant Candidate’s acceptance of the offer of Engagement; and

(b) in relation any Candidate providing Contractor Services to the Hiring Entity: (i) at the end of each calendar week; or (ii) to the extent the relevant Candidate is Engaged through ReEcho pursuant to clause 3.1(b), on the invoicing frequency detailed in the relevant Assignment Terms.

4.3 In consideration for the provision of the Recruiter Process Services, the Hiring Entity shall pay to ReEcho (on the payment terms set out in the relevant Engagement Terms) the relevant Recruiter Process Fees.

4.4 The Hiring Entity will have 3 Working Days from the time that by the Designated Recruiter or ReEcho submits a Candidate's CV to the Hiring Entity, to notify the Designated Recruiter or ReEcho in writing of any duplication of representation of such Candidate (including by another employment business or agency). In the absence of receipt of such notification, the Hiring Entity shall be deemed to have agreed that the Candidate has been introduced by the Designated Recruiter or ReEcho and this Agreement shall apply to such introduction. 

4.5 For the avoidance of doubt, the Recruiter Placement Fee does not include any salary or other benefits or payments due to any Candidate. 

4.6 Unless the Candidate is self-employed, it is the Hiring Entity’s responsibility to account for any tax and national insurance contributions attributable to a Candidate that is Engaged by the Hiring Entity (and in no circumstances shall it be the Designated Recruiter or ReEcho’s responsibility to do so). 

4.7 If the Hiring Entity or the Hiring Entity’s employee, agent or subcontractor refers or introduces that Candidate to a Hiring Entity Third party and that Hiring Entity Third Party Engages the Candidate in any capacity within 12 calendar months of the Designated Recruiter or ReEcho having introduced the Candidate to the Hiring Entity, then the Hiring Entity shall pay to ReEcho an amount equal to one hundred per cent. (100%) of the full Recruiter Placement Fee that would have been payable had the Hiring Entity itself Engaged the Candidate. Such amount shall be paid within 15 days of the date of ReEcho’s invoice for the same. There shall be no entitlement to any rebate or refund to the Hiring Entity or to the Hiring Entity Third party with respect to such amount.

4.8 The Hiring Entity undertakes not to employ or seek to employ any member of the Designated Recruiter’s or ReEcho’s staff. If any member of the Designated Recruiter’s or ReEcho’s staff nevertheless accepts an offer of Engagement within three calendar months of leaving the Designated Recruiter’s or ReEcho’s employment, the Hiring Entity will pay a Recruiter Placement Fee (equal to 30% of the relevant individual’s annual remuneration with the Hiring Entity) to ReEcho as if that member of staff had been introduced to the Hiring Entity by the Designated Recruiter or ReEcho.

4.9 If the relevant Engagement is initially for less than a year and a Recruiter Placement Fee has been charged on that basis, but that Engagement (the “First Engagement”) is extended beyond the initial term (the “Extended Period”) or where the Hiring Entity re-Engages the Candidate within the 12 month period following the end of the First Engagement (the “Second Engagement”), the Hiring Entity shall pay to ReEcho a further Recruiter Placement Fee based on the Candidate’s Remuneration for the Extended Period or the Second Engagement (as applicable), provided that in each case that the total Recruiter Placement Fee payable by the Hiring Entity to ReEcho is no more than it would have been had the Recruiter Placement Fee for the First Engagement been based on the Candidate’s Remuneration for the first year of the Engagement.

5. REECHO PLATFORM

5.1
The Hiring Entity acknowledges that as between the person proposing them and each person accepting them, any message which has been given the 'Terms' designation on the ReEcho Platform is intended to be legally binding and enforceable between such parties.  

5.2 In consideration of the Hiring Entity agreeing to the terms of this Agreement, ReEcho grants to the Hiring Entity a non-sublicensable, non-transferable, non-exclusive, limited licence to use the ReEcho Platform for the duration of the Agreement (subject to clause 5.7), provided that (i) the ReEcho Platform and all its contents (including Software) and Intellectual Property belong to ReEcho or its Affiliates (or, to the extent that it is content that constitutes Owned Data, the person(s) that has submitted such Owned Data to the ReEcho Platform) and, other than as specified in clause 5.3, neither the Hiring Entity nor any Hiring Entity Representatives have any rights in or to the ReEcho Platform or the content thereof.

5.3 The Hiring Entity shall own all Owned Data submitted to the ReEcho Platform by its Hiring Entity Representatives (provided they are acting in their capacity as such), provided that: 

(a) the Hiring Entity will grant ReEcho a worldwide, non-exclusive, limited term licence to access, use, process, copy, distribute, perform, export and display such Owned Data as is reasonably necessary (a) to provide, maintain and update the services that ReEcho provides on the ReEcho Platform, (b) to prevent or address service, security, support or technical issues, (c) as required by law or regulation and (d) as expressly permitted in writing by the Hiring Entity; and 

(b) the Hiring Entity hereby represents and warrants that it has all rights in and to the Owned Data as may be necessary to grant the licence specified in paragraph (a) above.

5.4 The Hiring Entity will use (and shall procure that the Hiring Entity Representatives use) the ReEcho Platform in accordance with the procedures that ReEcho notifies to the Hiring Entity from time to time.

5.5 The Hiring Entity will keep (and shall procure that the Hiring Entity Representatives keep) confidential all user identification and passwords and prevent access to the ReEcho Platform by unauthorised persons.

5.6 The Hiring Entity will ensure that the ReEcho Platform is only used by persons authorised by the Hiring Entity.

5.7 ReEcho may suspend use of the ReEcho Platform by the Hiring Entity or any Hiring Entity Representatives at any time without notice. The licence specified in clause 5.2 will terminate automatically on termination or expiry of the Agreement.

5.8 The Hiring Entity shall not (and shall procure that the Hiring Entity Representatives do not):

(a) copy the Software;

(b) make alterations to or modifications of the whole or part of the Software;

(c) dissemble, de-compile, reverse-engineer or create derivative works based on the whole or any part of the Software;

(d) use the Software for the Hiring Entity's own internal data processing or for any commercial or production purposes; 

(e) remove or modify any Software markings or any notice of ReEcho's proprietary rights;

(f) make the Software available in any manner to any third party;

(g) use the Software to provide third party training;

(h) assign the licence specified in clause 5.2 or transfer the Software or an interest in them to another individual or entity; or

(i) disclose results of any Software benchmark tests.

5.9 ReEcho does not warrant that:

(a) use of the ReEcho Platform will be uninterrupted;

(b) information on the ReEcho Platform will be accurate, correct and up to date;

(c) the ReEcho Platform will be free from viruses, hacking or other security intrusion.

6. PAYMENTS AND SET-OFF

6.1
All amounts payable pursuant to this Agreement are exclusive of VAT and any other applicable taxes (including, without limitation, any withholding taxes). 

6.2 All payments due by the Hiring Entity to ReEcho must be made without any set-off, deduction or counterclaim.

6.3 ReEcho may at any time set off any Liabilities against any amount ReEcho may owe to the Hiring Entity.

7. LIMITATION OF LIABILITY

7.1
Without prejudice to clause 7.3 and clause 7.4, neither ReEcho nor any Designated Recruiter shall be liable to the Hiring Entity for any loss (including indirect or consequential loss and loss of profit) arising as a result of:

(a) any unforeseeable event or cause beyond their control; or

(b) recommendations made by them in relation to any Candidate, the provision of any Hiring Entity Services or the terms of any Engagement Terms or Assignment Terms.

7.2 ReEcho does not exclude liability for death or personal injury caused by ReEcho’s negligence. 

7.3 Any claim against ReEcho under this Agreement must be commenced within 2 years of the event which gave rise to the claim and will be limited to the aggregate of Hiring Entity Fees paid by the Hiring Entity in the 12 months preceding the event giving rise to the claim.

7.4 Neither party shall be liable to the other party (as far as permitted by law) for indirect special or consequential loss or damage in connection with this Agreement which shall include, without limitation, any loss of or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect.

7.5 ReEcho’s Representatives, Affiliates or Affiliates’ Representatives shall have no liability under this Agreement whatsoever. 

8. DATA PROTECTION

8.1
The Hiring Entity hereby acknowledges that ReEcho may retain other parties to provide services to ReEcho, such as data hosting services. These parties may be given access to data that the Hiring Entity has provided to ReEcho (including data about Candidates) in order to perform their services but they will be prohibited from using such data for any other purpose. 

8.2 The Hiring Entity agrees that ReEcho is not obliged to hold, export or return any data following the termination of this Agreement and ReEcho shall have no liability to the Hiring Entity for deleting data.

9. CONFIDENTIALITY

9.1
ReEcho shall procure that each Designated Recruiter enters into a confidentiality undertaking on terms substantially the same as those in this clause 9 and that may be relied upon by the Hiring Entity as if it were a party to the relevant recruitment partner terms of service between ReEcho and the Designated Recruiter.

9.2 Subject to clause 9.3, the parties shall keep confidential (and shall procure that their Representatives keep confidential) all Confidential Information. 

9.3 Clause 9.1 shall not apply to any disclosure of information: 

(a) required by any applicable law; 

(b) that is reasonably required by persons engaged by a party in the performance of such party's obligations under this Agreement;

(c) where a party can demonstrate that such information is already generally available and in the public domain otherwise than as a result of a breach of clause 9.1;

(d) which is already lawfully in the possession of the receiving party, prior to its disclosure by the disclosing party; and

(e) in respect of which the other party has given its prior written consent to disclosure.

9.4 The terms of clauses 9.1 and 9.2 shall survive any expiry of the Term or termination of this Agreement and continue to apply for a period of 2 years following the Termination Date.

10. TERMINATION ON NOTICE

Without affecting any other right or remedy available to it, either party may terminate this Agreement for cause: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Term.

11. CONSEQUENCES OF TERMINATION

11.1
Neither the expiry of the Term nor the termination of the Agreement will affect a Designated Recruiter’s or ReEcho’s rights in respect of any Hiring Entity Fees which were created before the date of termination and any rights, claims, indemnities or other protections in the Designated Recruiter’s or ReEcho’s favour shall continue to have full force and effect.

11.2 The provisions of this clause 11 (Consequences of Termination) shall survive termination or expiry of this Agreement.

12. PUBLICITY 

The Hiring Entity hereby agrees to its name and logo being added to ReEcho’s customer list, marketing materials and website.

13. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.  

14. RIGHTS AND REMEDIES

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.  

15. SEVERABILITY

15.1
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.  

15.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. 

16. PARTNERSHIP OR AGENCY

16.1
Nothing in this Agreement is intended to, or shall be deemed to, establish any Partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.  

16.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person. 

17. THIRD PARTY RIGHTS

17.1
A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third parties) Act 1999 to enforce any term of this Agreement.

18. NOTICES

18.1
Any notice or other communication given to a party under or in connection with this Agreement shall be in writing marked for the attention of, in the case of the Hiring Entity, the relevant Hiring Entity Representative and, in the case of ReEcho, the COO and shall be:  

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its address for notices as specified in the relevant Engagement Schedule or Assignment Schedule; or 

(b) in the case of ReEcho, sent by email to BOS@reecho.com.

18.2 Any notice or communication shall be deemed to have been received: 

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or 

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Working Day after posting or at the time recorded by the delivery service.

18.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

19. ENTIRE AGREEMENT

19.1
This Agreement, the schedules and the documents annexed to it or otherwise referred to in it constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject. 

19.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. 

20. GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. 

21. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1

FORM OF ENGAGEMENT TERMS

Dated: [●]

These Engagement Terms are subject to and form part of the Hiring Entity Terms of Service (Last Modified 7 May 2021 and posted at https://www.reecho.com/hiring-terms-conditions). In the event of conflict between the Hiring Entity Terms of Service and these Engagement Terms, the Hiring Entity Terms of Service will take precedence save where expressly provided for within the Hiring Entity Terms of Service or where additional terms/conditions or variations are expressly stated below within these Engagement Terms.

Unless defined in these Engagement Terms, capitalised terms shall have the meaning given to them in the Hiring Entity Terms of Service.

ReEcho Account Manager (if relevant)
[●]
Designated Recruiter(s) (if known as at the date of these Engagement Terms)
[●]
Hiring Entity
[●]
Hiring Entity Representative
[●]
Hiring Entity Representative’s email address
[●]
Hiring Entity address for notices
[●]
Hiring Entity invoicing email address
[●]
Engagement Term start
[●]
Engagement Term end (or estimate)
[●]
ReEcho Recruiter Coordination Services
[Yes / No]
Recruiter Placement Services
[●]
Recruiter Placement Fee
[●]
Other Recruiter Placement terms
[●]
Recruiter Process Services
[●]
Recruiter Process Fees
[●]
Other Recruiter Process terms
[●]
ReEcho Contractor Services (a separate Assignment Terms schedule to be provided upon Placement)
[●]
ReEcho Active Management Services
[●]
ReEcho Active Management Fee
[●]
Other variations to Hiring Entity Terms of Service
[●]

These Engagement Terms are subject to and form part of the Hiring Entity Terms of Service (Last Modified 7 May 2021 and posted at https://www.reecho.com/hiring-terms-conditions). In the event of conflict between the Hiring Entity Terms of Service and these Engagement Terms, the Hiring Entity Terms of Service will take precedence save where expressly provided for within the Hiring Entity Terms of Service or where additional terms/conditions or variations are expressly stated below within these Engagement Terms.

The Hiring Entity hereby acknowledges and agrees to the Hiring Entity Terms of Service (as supplemented by these Engagement Terms).

Signed by ......................
for and on behalf of
[HIRING ENTITY]
Title ......................
Agreed and acknowledged:
Signed by ......................
for and on behalf of
REECHO GROUP LIMITED
Title ......................

Schedule 2

FORM OF ASSIGNMENT TERMS

Dated: [●]

These Assignment Terms are subject to and form part of the Hiring Entity Terms of Service (Last Modified 7 May 2021 and posted at https://www.reecho.com/hiring-terms-conditions). In the event of conflict between the Hiring Entity Terms of Service and these Assignment Terms, the Hiring Entity Terms of Service will take precedence save where expressly provided for within the Hiring Entity Terms of Service or where additional terms/conditions or variations are expressly stated below within these Assignment Terms.

Unless defined in these Assignment Terms, capitalised terms shall have the meaning given to them in the Hiring Entity Terms of Service.

General Information
ReEcho Account Manager (if relevant)
[●]
Hiring Entity
[●]
Hiring Entity Representative
[●]
Hiring Entity Representative's email address
[●]
Hiring Entity address for notices
[●]
Hiring Entity invoicing email address
[●]
Hiring Entity Contract no.
[●]
Candidate's Services Information
Location/s where Candidate’s Services are to be delivered
[●]
Name of Candidate
[●]
Name of Candidate’s professional services company
[●]
Description of Contractor’s Services
[●]
Off-Payroll applicable to Hiring Entity
[●]
Off-Payroll status of Assignment
[●]
Start of Assignment
[●]
End of Assignment (or estimate)
[●]
Mandatory qualifications experience, training, professional body authorisations
[●]
Specific hours/days/time keeping requirements
[●]
Notice period for Hiring Entity to terminate Assignment
[●]
Notice period for ReEcho to terminate Assignment
[●]
SOW services
[●]
Candidate Opted-Out
[●]
Alternative hire period
[●]
Quarantine period for Opted-Out Candidates
[●]
Transfer Fee
[●]
Contracting Fees breakdown
Invoicing frequency
[●]
Contracting Fee – non-standard hours
[●]
Contracting Fee – non-standard hours
[●]
Contracting Fee - Call-out / additional fees / expenses
[●]
General Information
Form of Candidate Contract
[●]
SOW services
[●]
SOW Candidate’s Services
Summary of consultancy required and expected outputs
[●]
Project Structure -

Milestones

Deliverables

Review dates

Expected outputs

Acceptance criteria

Partner representative

Candidate representative
[●]
Charges, billing and payments
Charges

[DETAILS OF PRICE, FOR EXAMPLE THE FIXED PRICE]

Billing mechanism and frequency of instalments

[MILESTONE APPROVAL/DELIVERABLE OR OUTPUT ACCEPTANCE]

Payment schedule

[THE PAYMENT SCHEDULE, WHICH SHOULD INCLUDE THE DATES OR OUTPUT MECHANISM ON WHICH INSTALMENTS, ARE TO BE INVOICED AND THE AMOUNT OF EACH INSTALMENT]

[DETAILS OF SUCCESS FEE/ACCEPTANCE FEE IF APPLICABLE]

These Assignment Terms may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of these terms, but all the counterparts shall together constitute the same terms.

The Hiring Entity hereby acknowledges and agrees to the Hiring Entity Terms of Service (as supplemented by these Assignment Terms).

Signed by ......................
for and on behalf of
[HIRING ENTITY]
Title ......................
Agreed and acknowledged:
Signed by ......................
for and on behalf of
REECHO GROUP LIMITED
Title ......................

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