TERMS AND CONDITIONS
M365Group SIA Version 2.0 | Effective Date: January 1, 2022
1. DEFINITIONS AND INTERPRETATION
In these Terms and Conditions, unless the context otherwise requires, the following expressions shall have the following meanings. The term “M365Group SIA”, “M365Group”, “M365”, “the Company”, “we”, “us” or “our” refers to M365Group SIA, a company registered in the Republic of Latvia under registration number 40203253894, with its registered office at Čiekurkalna 2. līnija 49A – 3, Rīga, LV-1026, Latvia, and VAT identification number LV40203253894. The term “Client” means any individual, partnership, company or other entity that engages or seeks to engage the Company for recruitment services, consulting services, or any other services offered by the Company. The term “Candidate” includes all individuals who apply for positions advertised by the Company, submit their curriculum vitae for consideration, or are otherwise presented by the Company to Clients for potential engagement, whether for permanent, temporary, contract or freelance positions. The term “Services” means all recruitment services, talent acquisition services, consulting services, assessment services, and any other professional services provided by the Company to Clients. The term “Engagement” means the employment, hire or other use by the Client of a Candidate on a permanent or temporary basis, whether under a contract of service or for services, and whether directly or through a third party. The term “Introduction” means the provision by the Company to the Client of information identifying a Candidate or the arrangement of an interview between a Candidate and the Client, whether in person, by telephone, electronically or by any other means. The term “Remuneration” includes base salary, guaranteed bonuses, allowances, inducement payments, the benefit of a company car and any other payments or taxable emoluments payable to or receivable by the Candidate for services rendered to or on behalf of the Client.
2. ACCEPTANCE AND INCORPORATION OF TERMS
These Terms and Conditions constitute the entire agreement between the Company and the Client and supersede all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of their subject matter. By engaging our Services, requesting an Introduction, interviewing a Candidate introduced by us, or otherwise accepting the provision of our Services, the Client agrees to be bound by these Terms and Conditions. No variation or alteration to these Terms and Conditions shall be valid unless the details of such variation are agreed in writing and signed by a director or authorized representative of M365Group SIA. The Company reserves the right to modify these Terms and Conditions at any time, and such modifications shall be effective immediately upon posting of the modified Terms and Conditions on our website at www.m365connect.com. The Client’s continued use of our Services following the posting of revised Terms and Conditions means that the Client accepts and agrees to the changes.
3. SERVICE PROVISION AND STANDARDS
The Company shall use reasonable endeavors to provide the Services in accordance with the Client’s requirements as communicated to us, however the Company does not guarantee that it will be able to find suitable Candidates for every position or that any Candidate will accept an offer of Engagement from the Client. The Company exercises reasonable skill and care in the provision of its Services, including taking reasonable steps to ensure the suitability of Candidates introduced to Clients by obtaining confirmation of the Candidate’s identity, that the Candidate has the experience, qualifications and authorization to work as indicated by the Candidate, and by taking up references where appropriate. Notwithstanding this, the Client must satisfy itself as to the suitability of any Candidate and the Client shall be responsible for taking up any references provided by the Candidate, checking qualifications, verifying the Candidate’s right to work in the relevant jurisdiction, and arranging any medical examinations or other investigations into the Candidate’s suitability for Engagement. The Company shall not be liable for any loss, damage or expense suffered or incurred by the Client arising from or in any way connected with the Company seeking a Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client or from the failure of the Company to introduce any Candidate.
4. CLIENT OBLIGATIONS AND RESPONSIBILITIES
The Client agrees to pay the Company’s fees as set out in the fee agreement or as otherwise agreed in writing between the parties. Standard fees for permanent placement services are calculated as a percentage of the Candidate’s first year’s Remuneration and are payable within fourteen (14) days of the commencement of the Engagement unless otherwise agreed. All fees are exclusive of Value Added Tax which shall be charged at the prevailing rate. The Company reserves the right to charge interest on overdue invoices at the rate of 8% per annum above the European Central Bank refinancing rate from the due date until payment is received in full. The Client shall not be entitled to withhold payment of any amount due to the Company under these Terms and Conditions by reason of any dispute or claim that the Client may have against the Company or any right of set-off or counterclaim. If the Engagement of a Candidate is for a fixed term of less than 12 months, the fee will be calculated pro rata. If the Engagement is extended beyond the initial fixed term or if the Client re-engages the Candidate within 12 months from the date of termination of the first Engagement, the Client shall be liable to pay a further fee calculated in accordance with these Terms and Conditions.
5. FEES AND PAYMENT TERMS
The Client agrees to pay the Company’s fees as set out in the fee agreement or as otherwise agreed in writing between the parties. Standard fees for permanent placement services are calculated as a percentage of the Candidate’s first year’s Remuneration and are payable within fourteen (14) days of the commencement of the Engagement unless otherwise agreed. All fees are exclusive of Value Added Tax which shall be charged at the prevailing rate. The Company reserves the right to charge interest on overdue invoices at the rate of 8% per annum above the European Central Bank refinancing rate from the due date until payment is received in full. The Client shall not be entitled to withhold payment of any amount due to the Company under these Terms and Conditions by reason of any dispute or claim that the Client may have against the Company or any right of set-off or counterclaim. If the Engagement of a Candidate is for a fixed term of less than 12 months, the fee will be calculated pro rata. If the Engagement is extended beyond the initial fixed term or if the Client re-engages the Candidate within 12 months from the date of termination of the first Engagement, the Client shall be liable to pay a further fee calculated in accordance with these Terms and Conditions.
6. LIMITATION OF LIABILITY
Save where not permitted by law, the Company’s aggregate liability to the Client whether in contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in connection with these Terms and Conditions shall be limited to the lesser of the fees paid by the Client to the Company in respect of the particular Introduction giving rise to the claim or EUR 50,000. The Company shall not be liable to the Client for any indirect or consequential loss or damage including but not limited to loss of profits, loss of business, loss of opportunity, loss of goodwill, loss of reputation, loss of, damage to or corruption of data, or any other indirect or consequential loss or damage howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise. Nothing in these Terms and Conditions shall limit or exclude the Company’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law. The limitations and exclusions of liability set out in this clause shall apply regardless of whether the Company has been advised of the possibility of such loss or damage.
7. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in any materials, documents, databases, software, methodologies, know-how or other materials created, developed or provided by the Company in connection with the Services shall remain the property of the Company. The Client shall not, without the prior written consent of the Company, use, copy, reproduce, distribute or disclose to any third party any such materials or any Confidential Information belonging to the Company. The Company retains all rights in its trademarks, service marks, logos, and other intellectual property, and nothing in these Terms and Conditions grants the Client any right or license to use any such intellectual property without the Company’s prior written consent.
8. CONFIDENTIALITY AND DATA PROTECTION
Both parties undertake to keep confidential all Confidential Information received from the other party and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or regulatory authority. “Confidential Information” means all information of a confidential nature disclosed by one party to the other, including but not limited to information relating to business operations, Clients, Candidates, pricing, methodologies, and strategic plans. The Company shall process personal data in accordance with applicable data protection legislation including the General Data Protection Regulation (EU) 2016/679 and shall maintain appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction or damage.
9. EMAIL COMMUNICATIONS AND COMPLIANCE
The Company’s email communications comply with all applicable laws including the General Data Protection Regulation (GDPR) for EU recipients and the CAN-SPAM Act of 2003 for US recipients. All commercial emails sent by the Company will: (i) clearly identify the sender as M365Group SIA; (ii) use accurate header information and non-deceptive subject lines; (iii) clearly identify the message as an advertisement where required by law; (iv) include the Company’s valid physical postal address (Čiekurkalna 2. līnija 49A – 3, Rīga, LV-1026, Latvia); (v) provide clear and conspicuous unsubscribe mechanisms in every email; (vi) honor all unsubscribe requests within 10 business days for US recipients and without undue delay for EU recipients; and (vii) maintain suppression lists indefinitely to ensure opted-out recipients do not receive unwanted marketing communications. The Company will retain records of all opt-out requests permanently as required by the CAN-SPAM Act. The Client acknowledges that violations of email regulations can result in significant penalties (up to $51,744 per email for CAN-SPAM violations and up to €20 million or 4% of annual global turnover for GDPR violations) and agrees to cooperate with any compliance requirements.
10. TERMINATION AND CONSEQUENCES
Either party may terminate the agreement constituted by these Terms and Conditions by giving not less than thirty (30) days’ written notice to the other party. The Company reserves the right to terminate or suspend the provision of Services immediately if the Client breaches any of these Terms and Conditions, becomes insolvent, enters into liquidation, administration, receivership or any similar proceedings, or if the Company reasonably believes that the Client will be unable to pay its fees when due. Termination shall not affect any rights or obligations that have accrued prior to termination, and the provisions of these Terms and Conditions that expressly or by implication survive termination shall continue in full force and effect.
11. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under these Terms and Conditions to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, epidemic, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or subcontractors. The affected party shall promptly notify the other party in writing of the force majeure event and its likely duration and shall use all reasonable endeavors to minimize the impact of such event.
12. GOVERNING LAW AND JURISDICTION
These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Latvia. The parties irrevocably agree that the courts of the Republic of Latvia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or their subject matter or formation.
13. GENERAL PROVISIONS
If any provision of these Terms and Conditions is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected. No failure or delay by the Company in exercising any right or remedy provided under these Terms and Conditions 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. The Client may not assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms and Conditions without the prior written consent of the Company. These Terms and Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act or similar legislation for any third party to enforce any term of these Terms and Conditions.
