Global Consulting Group Inc.
General Terms and Conditions
1. Service Types
Based on future written and verbal job information provided by the Client, GCG will:
a. In the case of permanent, interim and contract roles, interview the Client to confirm requirements for requested roles; provide search summaries for the Client to review verify, validate and background check against their requirements and standards; and search and provide candidates for the requested roles.
b. In the case of coaching, outplacement and wellness services, provide coaching with the requested individuals to help them in their career.
2. Fees and Payment
A separate Statement of Work (“SOW”) may be required for each search/service requested. Interest on overdue accounts is calculated at 4% on a monthly basis starting 30 days following the date of the invoice. Indicated amounts are separate from and do not include applicable taxes that will be added to the invoice.
a. Permanent Roles: For permanent roles, Client agrees to pay placement fees as a % of Base Salary outlined in Section 1. Role Search Terms. The Initial Fee is invoiced and due on signature of this Statement of Work and the Placement Fee is invoiced and due on the Offer Acceptance Date in any capacity or in any branch or subsidiary or any firm (“Organization”) to which the Client forwarded the candidate within 24 months of introduction by GCG. Notwithstanding the forgoing, the client agrees to provide notice to GCG when forwarding the candidate to any Organization. While the Initial Fee is non-refundable it can be applied towards a future statement of work if no candidate was hired under the initial statement of work.
b. Submitted Candidates: If the Client decides to hire any of the submitted candidates within a period of 24 months of their submission the Client will pay a placement fee of the % of Base Salary outlined in Section 1. Role Search Terms times the base salary of the hired candidate. This term applies to any of the Client’s entities and affiliates.
3. Term and Termination of Agreement
The Term of this agreement will be 16 weeks from the signature and will renew for successive 16 week periods unless either Party gives notice of termination two weeks before the end of the then current Term or the Term is extended due to i) Client not providing requested feedback within the agreed timeframes – in this case the term will be extended by the timeframe of non-feedback, ii) illness, vacation or any other Client situation that causes the Client to not provide requested feedback within the agreed timeframes - in this case the term will be extended by the timeframe of non-feedback . Notwithstanding the foregoing, on termination the all clauses in this agreement will survive termination.
GCG Notice Contact Information
Global Consulting Group Inc.
Attn: Patricia Conlin, President
195 Main Street North
Canada L3P 1Y4
+1 (416) 998-8369
Client Notice Contact Information:
As outlined in the associated Statement of Work.
4. Confidential Information
a. The Parties agree that written material and oral information that has or will come into the possession or knowledge of each in connection with this Agreement and the performance thereof, may consist of confidential proprietary data, the disclosure of which to unauthorized parties could be damaging. Each party therefore, agrees to hold any material, information, or knowledge of the other which comes into its possession in the strictest confidence, not to make use of it other than for the performance of this Agreement, to release it only to employees requiring such material or information, and not to release or disclose it to any other Party at any time, except as may be specifically agreed upon in writing or any other Agreement between the Parties. Each Party will use its best efforts to prevent its employees from using or disclosing such information to any unauthorized party. It is expressly understood and agreed that the obligation referred to in this paragraph is a continuing obligation and that it extends beyond the term of this Agreement. It is understood that the Contractor may be required to sign additional confidentiality documents at the client site.
b. Confidential Information will not include information:
i. that is generally known in the industry;
ii. that is now or subsequently becomes generally available to the public through no wrongful act of either Party;
iii. that the either Party rightfully had in his possession prior to receiving the Confidential Information from the other Party;
iv. that is independently created by a Party without direct or indirect use of the Confidential Information; and
v. that one Party rightfully obtains from a third party who has the right to transfer or disclose it.
Each Party agrees to indemnify and hold harmless the other Party and its directors, officers, agents and employees from any and all reasonable losses, claims, damages, liabilities, costs and expenses arising out of or based upon: (a) any misstatement or omission in any material, information or representation supplied or approved by them; or (b) any other matter related to or arising out of this engagement, except to the extent finally determined to have resulted from the gross negligence, willful misconduct or fraudulent behaviour of the other.
Each party agrees to maintain Commercial General Liability Insurance for no less than $5 Million Dollars Canadian and Errors & Omissions Insurance for no less than $5 Million Dollars Canadian during the term of this Agreement and for a period of one year following the termination of this Agreement.
7. Limitation of Liability
In no event shall GCG be liable to the Client, whether a claim be in tort, contract or otherwise for any consequential, indirect, lost profit or similar damages, or failure to realize expected savings or revenue, relating to GCG’s services provided under any engagement letter, proposal, agreement or contract. In any case, our liabilities to you, for this assignment, in contract or in tort, are limited to the fees, which you ultimately pay to us with respect to this agreement.
8. Intellectual Property
Each party agrees that any intellectual property developed by a hired candidate under this agreement will be the property of the Client.
9. Governing Laws
The governing laws of this agreement for Canadian and Internationally based clients are the laws of the Province of Ontario and the federal laws of Canada while the governing laws for clients based in the United States are the laws of the State of New York.
10. Force Majeure
Neither Party shall be responsible for delays or failures in performance resulting from acts beyond the control of such party. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, earthquakes or other disasters. In the event that such delays or failures continue for more than 60 days, the party not subject to such delay or failure may terminate the Agreement upon 30 days written notice.