RECRUITMENT PARTNER TERMS OF SERVICE

Last Modified: 12 October 2021

ReEcho operates a three-sided exchange between those looking to hire, ReEcho-rated recruiters and talent, supported by the ReEcho Platform (as defined below). These are the Recruitment Partner Terms of Service – please read them carefully.

This is a contract between you (the Partner) 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 any of the ReEcho Services (as defined below), you are agreeing to these terms.

We may update and change any part or all of these Recruitment Partner Terms of Service. If we update or change these Recruitment Partner Terms of Service, the updated terms will be posted at https://www.reecho.com/recruiter-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 Recruitment Partner Terms of Service will become effective and binding on the next business day after it is posted. When we change these Recruitment Partner 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 Recruitment Partner Terms of Service periodically.

1. DEFINITIONS AND INTERPRETATION

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

Administration-only Fee: the administration fee payable to ReEcho calculated as a percentage of the Relevant Amount, as set out in the relevant Order Form.

Affiliate: in relation to a party, any person that Controls, is Controlled by, or is under common Control with that party. Agreement: means these Recruitment Partner Terms of Service and all materials referred or linked to in here (including, for the avoidance of doubt, any Engagement Terms and any Order Form).

Assignment: the provision of a Candidate’s Services to a Client.

Candidate: A person introduced by the Partner to a Client (or to ReEcho on behalf of a Client), 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 Client or (ii) to work for the Client on a permanent basis.

Candidate Contract: A contract between a Candidate and ReEcho containing the terms on which the Candidate will provide Candidate's Services to a Client on behalf of ReEcho.

Candidate’s Fees: The fees payable to a Candidate under a Candidate Contract for the provision of Candidate's Services.

Candidate’s Salary: 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).

Candidate’s Services: The services performed by the Candidate as a contractor or temporary worker under a Candidate Contract.

Confidential Information: Any information that relates to the Partner’s, ReEcho’s or any Client’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 Clients, (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.

Client: each ReEcho-Partner Client and each Partner Client.

Client Fees: any ReEcho-Partner Client Fees and any Partner Client Fees.

Client Services: each of the ReEcho-Partner Client Services and the Partner Client Services.

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

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.

Early Drawdown: has the meaning given to that term in clause 7.4.

Early Drawdown Fee: the fee payable to ReEcho calculated as a percentage of the Relevant Amount, as set out in the relevant Engagement Terms (or as otherwise agreed between ReEcho and the Partner in writing).

Engagement Period: the period during which any Client Services are provided by the Partner.

Engagement Terms: as set out in one or more messages on the ReEcho Platform which have been given the ‘Terms’ designation and proposed and accepted thereon as between the relevant ReEcho Partner Manager and a Representative of the Partner.

Insolvency or Insolvent: in relation to any person (i) the inability to pay debts as they fall due; (ii) ceasing to trade; or (iii) if there are any Insolvency Proceedings.

Insolvency Proceedings: In relation to any person (i) the exercise of any distress, execution, injunction, sequestration, attachment or other legal process against assets; (ii) any proposal or convening of a meeting with a view to a composition, assignment or arrangement with or the granting of a trust deed for creditors; (iii) the convening of a meeting for the purpose of considering or passing of any resolution for winding-up or administration; (iv) the service of a notice of intention to appoint or the appointment of an administrator or a receiver; (v) the service of a statutory demand; (vi) the presentation of a petition for the administration, winding-up or bankruptcy; (vii) the making of an order for winding-up or administration or the appointment of a provisional liquidator or judicial factor; or (viii) the taking of steps towards or the coming into force of a statutory moratorium.

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 the Partner to ReEcho whether or not under the Agreement.

Net Proceeds: has the meaning given to such term in clause 7.1.

Opted-Out: means the notice given by the relevant Candidate in accordance with regulation 32(9) of the Conduct Regulations.

Order Form: means the ReEcho-approved form or online subscription process by which you agree to subscribe to the ReEcho Administration-only Service.

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

Partner Client: a person that has engaged ReEcho as a direct result of having been referred to ReEcho by the Partner and in relation to which the Partner has opted to provide services directly (as opposed to through a ReEcho Partner Manager or another ReEcho Recruiter).

Partner Client Fees: any fees and any other amounts payable to the Partner in relation to the provision of Partner Client Services.

Partner Client Services: the services provided by the Partner to a Partner Client.

Partner Referral-Only Client: a person that ReEcho confirms in writing has engaged ReEcho as a direct result of having been referred to ReEcho by the Partner and in relation to which the Partner has opted to not provide Client Services, whether through a ReEcho Partner Manager or otherwise (excluding, for the avoidance of doubt, any Partner Client and any ReEcho-Partner Client). Partner Referral-Only Fee: the referral fee payable to the Partner calculated as a percentage of the transaction commissions or process commissions received by ReEcho from any Partner Referral-Only Client, as set out in the relevant Engagement Terms (or as otherwise agreed between ReEcho and the Partner in writing).

Platform Connection: in relation to a person, any other person with whom they are working or collaborating as a result of the ReEcho Platform.

Platform Referral Commission: the commission payable to ReEcho being an amount equal to ten per cent. (10%) of the Relevant Amount.

Platform Referral Fees: any fee or payment of any nature which is offered by any person who is a user of the ReEcho Platform to a Platform Connection.

ReEcho Administration-only Service: has the meaning given to such term in clause 4.4.

ReEcho Client Account Management: any account management services to be provided directly by ReEcho to a Client pursuant to any terms and conditions between ReEcho and the relevant Client.

ReEcho Fees: any Platform Referral Commissions, Administration-only Fees and Early Drawdown Fees.

ReEcho-Partner Client: a person that has directly engaged ReEcho with respect to the arrangement of services where the Partner has delivered or is delivering those Client Services through a ReEcho Partner Manager (excluding, for the avoidance of doubt, any Partner Client and any Partner Referral-Only Client).

ReEcho-Partner Client Fees: the ReEcho-Partner Client Placement Fees and the ReEcho-Partner Client Process Fees.

ReEcho-Partner Client Placement Fees: any fees payable to the Partner in relation to the provision of ReEcho-Partner Client Placement Services to a ReEcho-Partner Client, as set out in the relevant Engagement Terms (or as otherwise agreed between ReEcho and the Partner in writing).

ReEcho-Partner Client Placement Services: has the meaning given to such term in clause 2.1(a).

ReEcho-Partner Client Process Fees: any fees payable to the Partner in relation to the provision of ReEcho-Partner Client Process Services, as set out in the relevant Engagement Terms (or as otherwise agreed between ReEcho and the Partner in writing).

ReEcho-Partner Client Process Services: has the meaning given to such term in clause 2.1(b).

ReEcho-Partner Client Services: each of the ReEcho-Partner Client Placement Services and the ReEcho-Partner Client Process Services.

ReEcho Partner Manager: any person appointed as such from time to time by ReEcho in its absolute discretion.

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 entered into a form of recruitment partner agreement with ReEcho or one of its Affiliates.

ReEcho Services: means the services provided to the Partner by ReEcho, as further described in clause 4.

Relevant Amount: the relevant Client Fees or Platform Referral Fees plus, in each case, any tax payable by the relevant Client or Platform Connection thereon.

Representative: in relation to any person, any of its directors, employees, agents, advisors or other representatives.

Security: Any charge, mortgage, trust, security assignment, set-off right, tracing right or other security interest.

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

Term: the period from (i) the start date of the first Engagement Period to (ii) to latest end date of any Engagement Period, provided that any Engagement Period 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, 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.

Termination Event: each of the circumstances detailed in clause 14.1.

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. APPOINTMENT

2.1 ReEcho hereby appoints the Partner (and the Partner agrees to act) as a designated representative of ReEcho to provide:

(a) services that result in any permanent, fixed term or temporary placement with a ReEcho-Partner Client (ReEcho-Partner Client Placement Services); and

(b) recruitment (or other) process management or consultancy services to a ReEcho-Partner Client (ReEcho-Partner Client Process Services),

provided that, in each case, (i) such appointment is on the relevant Engagement Terms and (ii) it is, in the absolute opinion of the relevant ReEcho Partner Manager, suitable to engage the Partner on such ReEcho-Partner Client Services.

2.2 ReEcho hereby appoints the Partner (and the Partner agrees to act) as a designated representative of ReEcho to provide Partner Client Services.

2.3 ReEcho agrees to provide the ReEcho Services to the Partner and the Partner acknowledges and agrees that, in doing so:

(a) ReEcho is not a reseller of the Client Services (and nothing in this Agreement is intended to or shall operate so as to appoint ReEcho as a reseller of the Client Services); and

(b) the contract for the provision of Client Services is between ReEcho and the relevant Client and is entered into on the terms described in clause 3 below.

2.4 For the avoidance of doubt, the appointment specified in clause 2.1 does not cover transactions that the Partner may choose to enter into with a Platform Connection, as further acknowledged in clause 6.1.

2.5 The Partner hereby acknowledges that ReEcho may contact any Candidate or Client to monitor the provision of any Client Services or the payment of any Candidate’s Fees.

3. CONDITIONS OF CLIENT SERVICE

3.1 The Partner acknowledges and agrees that:

(a) this Agreement shall: (i) apply to all Client Services; and (ii) apply to the exclusion of any and all other terms and conditions that the Partner may seek to impose or which are imposed by trade and custom in relation to the Client Services; and

(b) with respect to any contractor or temporary staff member placed at a Client (who is not engaged directly by such Client), ReEcho (and not the Partner) shall act as the employment agency (as defined within the Conduct Regulations) and, for the avoidance of doubt, any Client Fees payable to the Partner shall not include any relevant Candidate's Fees or any PAYE, Income or Corporation Tax or National Insurance Contributions or any other taxes due in respect of the Candidates' Fees or the performance of the Candidate's Services.

4. REECHO SERVICES

ReEcho shall use reasonable endeavours to provide the following services to the Partner (the ReEcho Services):

4.1 refer opportunities to provide ReEcho-Partner Client Services, provided that such opportunities are, in the absolute opinion of the relevant ReEcho Partner Manager, suitable for the Partner;

4.2 provide assistance and advice to support the Partner in achieving any service levels required in the delivery of any Client Services, including but not limited to, by providing a ReEcho Partner Manager who can share best practice advice, assist with communications with the relevant Client and provide advice on how to remedy any problems;

4.3 subject to clause 7, collect any relevant ReEcho-Partner Client Fees and Platform Referral Fees, such service to include assistance recovering any ReEcho-Partner Client Fees and Platform Referral Fees which are overdue and/or disputed, provided that ReEcho shall be under no obligation to enter into any proceedings, litigation, arbitration or dispute resolution procedure to recover such amounts;

4.4 to the extent the Partner has subscribed to such services through an Order Form and subject to clause 7, collect any relevant Partner Client Fees (the ReEcho Administration-only Service), such ReEcho Administration-only Service to include (i) assistance recovering any Partner Client Fees which are overdue and/or disputed, provided that ReEcho shall be under no obligation to enter into any proceedings, litigation, arbitration or dispute resolution procedure to recover such amounts and (ii) any other process agreed to by ReEcho in the relevant Order Form;

4.5 where a Platform Referral Fee is due and payable by the Partner, process the payment of such on behalf of the Partner, provided that ReEcho shall be under no obligation to pay the relevant third party until the Partner has transferred the amount of the Platform Referral Fee to ReEcho (or as directed by ReEcho) in full and in cleared funds;

4.6 promptly notify the Partner when a rebate or refund has been demanded by a Client in relation to Client Fees previously collected for the Partner or by another person in relation to Platform Referral Fees previously collected for the Partner; and

4.7 if ReEcho agrees that the Partner is owed a rebate or refund of all or some of a Platform Referral Fee previously paid to another person, assistance in recovering such amount, provided that ReEcho shall be under no obligation to enter into any proceedings, litigation, arbitration or dispute resolution procedure.

5. PARTNER UNDERTAKINGS

The Partner undertakes that it shall (and shall procure that its Representatives shall):

5.1 notify ReEcho immediately in writing if the Partner (or the Partner’s Representative) becomes aware of any event that would reasonably be expected to result in a Platform Referral Fee becoming due and payable by the Partner or to the Partner;

5.2 be responsible for performance of any obligations for which the Partner is responsible pursuant to the relevant Engagement Terms (as applicable);

5.3 shall not vary (or attempt to vary) any terms and conditions with the Client without the prior written approval of ReEcho;

5.4 if requested by ReEcho, assist ReEcho in the collection of Client Fees and Platform Referral Fees and shall provide to ReEcho all relevant evidence that ReEcho may require (including, without limitation, the oral evidence of candidates);

5.5 not issue or send any invoice to the relevant Client or Platform Connection in relation to any Client Fees or Platform Referral Fees;

5.6 not, without the prior written consent of ReEcho, send any credit note to the relevant Client or Platform Connection in in relation to any Client Fees or Platform Referral Fees;

5.7 not, without the prior written consent of ReEcho, enter (or attempt to enter) into any proceedings, arbitration or dispute resolution procedure to recover any Client Fees;

5.8 not, without the prior written consent of ReEcho, grant (or attempt to grant) Security to any person or enter into any agreement for the financing any Client Fees;

5.9 promptly pay to ReEcho (or as instructed by ReEcho) any rebate or refund due to a Client;

5.10 requested by ReEcho, take any action and sign any documents to preserve ReEcho’s interest in any Client Fees and any Platform Referral Fees;

5.11 notify ReEcho immediately if the Partner (or the Partner’s Representative) becomes aware of:

(a) a dispute between the Partner and a Client or any Platform Connection;

(b) a Client or Platform Connection requesting an extension of the due date of any Client Fees or any Platform Referral Fee, as applicable;

(c) the Partner being indebted to a Client;

(d) a change in the Partner’s creditworthiness or the Partner becoming Insolvent; or

(e) any change in the management or control of the Partner’s business;

5.12 if requested by ReEcho, provide to ReEcho:

(a) evidence of the performance of any obligations under the relevant Engagement Schedule for which it is responsible; and

(b) copies of licences and insurance policies necessary for the Partner to carry on business;

5.13 comply with the Data Protection Act 1998 and the General Data Protection Regulation 2016/679 (as amended or replaced), or equivalent legislation in any other relevant country, when transferring information to ReEcho, a Client or a Platform Connection;

5.14 be solely responsible for the content of any information (including any data about any Client or candidate) provided to ReEcho, a Client or a Platform Connection, including, without limitation, through the ReEcho Platform;

5.15 comply with any reasonable procedures relating to the performance of this Agreement requested by ReEcho;

5.16 comply with all applicable laws and regulations (including relevant tax obligations) and maintain all licences necessary for the Partner to carry on business in any applicable country;

5.17 maintain all necessary, appropriate and adequate insurance cover for the Partner’s business, including (without limitation) suitable public liability, employers' liability and professional indemnity policies;

5.18 carry out appropriate pre-employment checks and only engage or introduce Candidates who have a legal right to work in the country where the Candidate's Services are to be performed or the Candidate is to be employed by the relevant Client on a permanent basis;

5.19 comply with the Immigration Asylum and Nationality Act 2006, as extended by the Immigration Acts 2014 and 2016, the current codes of practice and guidance published by UK Visas and Immigration, and other relevant UK legislation or equivalent legislation in the relevant jurisdiction as well as any regulations relating to the employment of foreign workers; and

5.20 take all reasonably practicable steps to ensure that the relevant Candidate is suitable to work in the position for which the Candidate has been introduced.

6. REECHO PLATFORM

6.1 The Partner acknowledges that:

(a) subject to paragraph (c) below, 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;

(b) subject to paragraph (c) below, any ‘Recruitment Fee’ (or similar) specified when creating an ‘Opportunity’ (or similar) on the ReEcho Platform is intended be a legal offer made by the author of the ‘Opportunity’ (or similar) and capable of legal acceptance by other persons; and

(c) it is the responsibility of the Partner to agree any terms or conditions with any Platform Connection in relation to any transaction with such Platform Connection (excluding the provision of Clients Services pursuant to clause 2 and clause 3) including, without limitation, the offering of any ‘Recruitment Fee’ on the ReEcho Platform and the payment of any Platform Referral Fee and, other than as specified in clause 4.3 and clause 4.5, ReEcho shall have no liability (and neither shall its Representatives, Affiliates or Affiliates’ Representatives) with respect to any such transactions or Platform Referral Fees.

6.2 In consideration of the Partner agreeing to the terms of this Agreement, ReEcho grants to the Partner a non-sublicensable, non-transferable, non-exclusive, limited licence to use the ReEcho Platform for the duration of the Agreement (subject to clause 6.7), 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 6.3 the Partner has no rights in or to the ReEcho Platform or the content thereof.

6.3 The Partner shall own all Owned Data submitted to the ReEcho Platform by its employees and representatives (provided they are acting in their capacity as such and have submitted such Owned Data through a ‘Recruiter’ account on the ReEcho Platform in relation to which the Partner is the contracting party with ReEcho), provided that:

(a) the Partner 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 Partner; and

(b) the Partner 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.

6.4 The Partner will use (and shall procure that its Representatives use) the ReEcho Platform in accordance with the procedures that ReEcho notifies to the Partner from time to time.

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

6.6 The Partner will ensure that the ReEcho Platform is only used by persons authorised by the Partner.

6.7 ReEcho may suspend use of the ReEcho Platform by the Partner or any its Representatives without notice on or following the occurrence of a Termination Event. The licence specified in clause 6.2 will terminate automatically on termination of the Agreement.

6.8 The partner shall not (and shall procure that its 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 Partner’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 6.2 or transfer the Software or an interest in them to another individual or entity; or

(i) disclose results of any Software benchmark tests.

6.9 ReEcho does not warrant that: (a) the Partner’s 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.

7. COMMISSIONS AND PAYMENTS

7.1 In relation to any Partner Referral-Only Client, ReEcho shall pay to the Partner any Partner Referral-Only Fee within 10 Working Days of the receipt by ReEcho (in full and in cleared funds) of the relevant fees from the relevant Partner Referral-Only Client.

7.2 Subject to clause 7.3 below, ReEcho shall pay over to the Partner any Client Fees or Platform Referral Fees LESS an amount equal to the following:

(a) in the case of any Platform Referrals Fees, the Platform Referral Commission;

(b) in the case of any Partner Client Fees, the Administration-only Fees;

(c) in the case of any Early Drawdown, the Early Drawdown Fee;

(d) if requested by ReEcho in writing, the amount of any rebate or refunds due and payable by the Partner to the relevant Client; and

(e) any other fee charges by ReEcho which has been agreed in writing between the Partner and ReEcho, (the Net Proceeds).

7.3 Subject to clause 7.4, ReEcho shall pay the Net Proceeds to the Partner:

(a) in the case of Net Proceeds resulting from any ReEcho-Partner Client Placement Fees, within 10 Business Days of the later of (i) receipt by ReEcho of such ReEcho-Partner Client Placement Fees (in full and in cleared funds) and (ii) the date on which the relevant Candidate starts their engagement;

(b) in the case of Net Proceeds resulting from any ReEcho-Partner Client Process Fees or Platform Referral Fees, within 10 Business Days of the receipt by ReEcho of such ReEcho-Partner Client Process Fees or Platform Referral Fees (in full and in cleared funds); and

(c) in the case of Net Proceeds resulting from any Partner Client Fees, promptly following receipt by ReEcho of such Partner Client Fees (in full and in cleared funds).

7.4 If the Partner has notified ReEcho with at least 10 Working Days’ notice that it wishes to receive the Net Proceeds on a date prior to that specified in clause 7.3 and ReEcho has, in its absolute discretion, agreed to such request in writing, the Net Proceeds shall be paid to the Partner (or as the Partner directs) on the date so agreed between ReEcho and the Partner in writing (an Early Drawdown).

8. TERM

This Agreement shall continue for the Term.

9. PAYMENTS AND SET-OFF

9.1 All amounts payable under this agreement are exclusive of VAT and any other applicable taxes (including, without limitation, any withholding taxes).

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

9.3 ReEcho may at any time set off any Liabilities against any amount ReEcho may owe to the Partner.

10. SUB-CONTRACTING AND ASSIGNMENT

10.1 Neither party shall assign, novate or otherwise dispose of (excluding any assignment under any receivables financing in relation to invoices issued by ReEcho or the Partner) any or all of its rights and obligations under this Agreement without the prior written consent of the other Party, except that ReEcho may assign or transfer this Agreement without such consent to an Affiliate or in connection with a merger, acquisition, divestiture, spin-off, change of control, corporate restructuring or similar such transaction or sale of all of substantially all of its assets related to this Agreement.

10.2 The Partner shall not sub-contract the whole or any part of its obligations under this Agreement except with the express prior written consent of ReEcho.

11. LIMITATION OF LIABILITY

11.1 Without prejudice to clause 11.3 and clause 11.4, ReEcho shall not be liable to the Partner for any loss (including indirect or consequential loss and loss of profit) arising as a result of:

(a) any unforeseeable event or cause beyond ReEcho’s control; or

(b) recommendations made by ReEcho in relation to any Client, the provision of any Client Services or the terms of any Engagement Terms.

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

11.3 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 ReEcho Fees paid by the Partner in the 12 months preceding the event giving rise to the claim.

11.4 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.

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

12. DATA PROTECTION

12.1 The Partner 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 Partner has provided to ReEcho (including data about Clients and Candidates) in order to perform their services but they will be prohibited from using such data for any other purpose.

12.2 Subject to clause 12.3, the Partner may extract and delete data that ReEcho holds on the ReEcho Platform at any time.

12.3 The Partner 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 Partner for deleting data.

13. CONFIDENTIALITY

13.1 Subject to clause 13.2, the Partner and ReEcho shall keep confidential (and shall procure that their Representatives keep confidential) all Confidential Information.

13.2 Clause 13.1 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 13.1;

(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.

13.3 The terms of clauses 14.1 and 14.2 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.

14. TERMINATION EVENTS

14.1 ReEcho may terminate this Agreement in whole or part with immediate effect on or following:

(a) a breach by the Partner of this Agreement which is not remedied within 10 Working Days of ReEcho delivering notice to the Partner of the breach;

(b) the Partner becoming Insolvent;

(c) the termination of a guarantee of the Liabilities or the termination of a waiver, consent or priority arrangement provided to ReEcho in relation to any Security;

(d) (if the Partner is a sole trader) the Partner’s death or retirement;

(e) (if Partner is a partnership) a new partner joining the partnership, a partner dying or ceasing to be a partner or the dissolution of the partnership;

(f) the revocation of the Partner’s licence to carry on business as a recruitment agency or the cancellation of any public liability, employers' liability or professional indemnity policy covering the Partner’s business;

(g) the commission by the Partner of any offence of money laundering or any transaction giving ReEcho grounds to suspect that the Partner is engaged in money laundering;

(h) the disqualification of any of the Partner’s directors from acting as a director;

(i) any other circumstances which cause ReEcho to believe that the Partners’ obligations or Liabilities to ReEcho will not be met.

15. TERMINATION ON NOTICE

Without affecting any other right or remedy available to it, each Party may terminate this Agreement at any time by giving 30 days' written notice to the other Party.

16. CONSEQUENCES OF A TERMINATION EVENT AND TERMINATION

16.1 On or following the occurrence of a Termination Event, ReEcho may withhold any payment to the Partner.

16.2 On or following the occurrence of a Termination Event (with or without terminating the Agreement) or the termination of this Agreement, ReEcho may:

(a) demand immediate payment of all Liabilities; and

(b) inform any Client of such and terminate any contract with such Client that has been concluded by ReEcho.

16.3 Neither the expiry of the Term nor the termination of the Agreement will affect ReEcho’s rights in respect of any ReEcho Fees, Client Fees or Platform Referral Fees which were created before the date of termination and any rights, claims, indemnities or other protections in ReEcho’s favour shall continue to have full force and effect.

16.4 On the Termination Date the Partner shall use its best endeavours to ensure an orderly migration of any ReEcho-Partner Client Services to ReEcho or, at ReEcho’s request, another ReEcho Recruiter.

16.5 On the Termination Date the Partner shall use its best endeavours to ensure that all data and other material belonging to ReEcho or any Client (and all media of any nature containing information and data belonging to ReEcho or any Client or relating to the Client Services), shall be delivered to ReEcho forthwith.

16.6 The provisions of clause 14 (Termination Events) and this clause 16 (Consequences of Termination Event and Termination) shall survive termination or expiry of this Agreement.

17. PUBLICITY

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

18. 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.

19. 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.

20. SEVERABILITY

20.1 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.

20.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, ReEcho and the Partner 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.

21. PARTNERSHIP OR AGENCY

21.1 Other than as specified in clause 2, clause 3 and clause 4, nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between ReEcho and the Partner, 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.

21.2 Each of ReEcho and the Partner confirms it is acting on its own behalf and not for the benefit of any other person.

22. THIRD PARTY RIGHTS

22.2 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.

23. NOTICES

23.1 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 Partner, the relevant Representative of the Partner 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 principal place of business (in any other case); or

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

23.2 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.

23.3This 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.

24. ENTIRE AGREEMENT

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

24.2 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.

25. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this agreement, but all the counterparts shall together constitute the same agreement.

26. 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.

27. 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).