Found Global AG
“Talent Matching Services”
1. Definitions
1.1 In these Terms:
- “Employer” or “Client” means the person, firm, corporate body, subsidiary or associate company to whom FOUND provides its services.
- “Engagement” means the engagement, employment or use of the Talent by the Employer or by any Third Party to whom / to which the Talent was introduced by FOUND on a permanent or temporary basis
- “Introduction” means the passing of Talent Profile and/or other personalized Talent information or the interview of a Talent
- “Parties” means FOUND and the Employer
- “Placement” means the matching from Talent and Employer by FOUND and the establishment of an employment agreement between Employer and Talent
- “Placement Fee” means the one-time flat-rate remuneration of FOUND resulting from the Placement of a Talent
- “Services” means the services provided to the client by FOUND
- “Subscription Fee” means a monthly remuneration of FOUND resulting from the provided Services
- “Talent” means any person available for hire who FOUND introduces to the Employer
- “Terms” mean these Terms & Conditions
- “Third Party” means any company or person who is not an Employer (incl. subsidiary and associated companies)
- “Vetting” means, considering industry standards, the confirmation of the Talent identity, the willingness to work in the role in which the Employer wishes to Engage the Talent and/or the evaluation of experience and qualifications required for the position.
2. These Terms
2.1
These Terms constitute the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings between the Parties in connection with it. These Terms are deemed to be accepted by the Employer.
3. Services
3.1
Subject to the Terms of the agreement, FOUND agrees to provide the following Services to the Client: (a) granting access to a pool thoroughly Vetted Talent, available for hire by the Client; (b) matching and introducing Vetted Talent to the Client based on the job description and/or specific criteria provided by the Client; (c) facilitating the hiring process by offering various support mechanisms, such as online interview scheduling, providing platforms for conducting remote interviews, coordinating the exchange of follow-ups and other platform functionalities.
4. Obligations of the Employer
4.1
If the Employer is already aware of a Talent introduced by FOUND, the Employer shall notify FOUND within 7 (seven) working days from the Introduction. If this Talent is subsequently hired by the Employer or any Third Party to whom the Talent was introduced to (within or outside of the scope of the Services), the Placement Fee shall be due in full.
4.2
Talent Introductions are confidential and personal, and the details of the Talent are not to be passed onto any Third Party by the Employer without prior written permission from FOUND. The passing of an introduced Talent by the Employer to a Third Party, which results in an Engagement of the Talent within 12 (twelve) months of the date of the Introduction renders the Employer liable to payment of a full Placement Fee (clause 6.3).
4.3
To match the Employer with the best possible Talent, the Employer must provide FOUND with accurate job descriptions and other relevant criteria (eg. function, work mode, city, salary, key hard skills, etc.).
4.4
The Employer shall take the required steps regarding a reference check, as it deems necessary to satisfy itself of the suitability of the Talent (including the confirmation of any professional or academic qualifications).
4.5
The Employer is responsible for obtaining work permits and/or such other permission to work as may be required.
4.6
The Employer agrees to notify FOUND no later than 7 (seven) working days of any offer of Engagement and to immediately notify FOUND when the offer of Engagement has been accepted.
5. Obligations of FOUND
5.1
FOUND respects the Talent’s and Employer’s confidentiality and accordingly information gained as a result of association will remain confidential.
5.2
Talent Introductions are confidential and personal, and the details of the Talent are not to be passed onto an Employer or any Third Party by FOUND without permission from the Talent.
6. Charges & Fees
6.1
The Fees are for professional Services relating to Placement and/or vetting and/or assessment and/or selection and/or presentation of a Talent with for employment.
6.2
FOUND provides its Customers with two payment plans (“Starter” & “Growth”).
6.3
Payment plan “Starter” – Placement Fee Per Hire only:
- As a consideration for the Services, FOUND shall be entitled to the payment of a one-time flat-rate Placement Fee per hire of CHF 20’000.00 (excl. VAT) (“Placement Fee”)
- The Placement Fee shall become due if a Talent is Engaged whether directly or indirectly within 12 (twelve) months from the date of their Introduction:
- by the Employer within the scope of the Services
- by the Employer outside the scope of the Services, if the Client was already aware of the Talent introduced but failed to notify FOUND of this within 7 (seven) working days of the Introduction described in section XX
- by a Third Party (including subsidiary or associated companies) to whom the Employer has passed the Talent’s Information as described in section XX
- The Placement Fee shall be due, and FOUND shall be entitled to issue the invoice, as soon as the Talent accepts, verbally or in writing, an employment offer from the Employer.
- For the avoidance of doubt, the Placement Fee is also due after termination of this Agreement in case of an Engagement within 12 (twelve) months from the Introduction.
6.4
Payment plan “Growth” – Placement Fee Per Hire & Monthly Membership Fee:
- As a consideration for the Services, FOUND shall be entitled to the payment of a one-time flat-rate Placement Fee per hire of CHF 10’000.00 (excl. VAT) (“Placement Fee”)
- Placement Fee shall become due if a Talent is Engaged whether directly or indirectly within 12 (twelve) months from the date of their Introduction:
- by the Employer within the scope of the Services
- by the Employer outside the scope of the Services, if the Client was already aware of the Talent introduced but failed to notify FOUND of this within 7 (seven) working days of the Introduction described in section 6.3
- by a Third Party (including subsidiary or associated companies) to whom the Employer has passed the Talent’s Information as described in section 6.3
- The Placement Fee shall be due, and FOUND shall be entitled to issue the invoice, as soon as the Talent accepts, verbally or in writing, an employment offer from the Employer
- For the avoidance of doubt, the Placement Fee is also due after termination of this Agreement in case of an Engagement within 12 (twelve) months from the Introduction.
- In addition to the one-time flat-rate Placement Fee per hire, FOUND shall be entitled to the payment of a Monthly Membership Fee of CHF 1’000.00 (excl. VAT) (“Membership Fee”).
- The Monthly Membership Fee shall be due, and FOUND shall be entitled to issue the invoice, as soon as the Client lists a first role on the platform of FOUND. The Membership Fee fixed initial term of 12 (twelve) months shall be payable upfront at commencement of the plan.
6.5
FOUND services shall be deemed to be completed to the satisfaction of the Employer when a Talent accepts an offer for employment of the Employer.
7. Terms and Termination
7.1
Payment plan “Starter” – Placement Fee only: this Agreement may be terminated by either Party at any time with one month’s prior written notice.
7.2
Payment plan “Growth” – Placement Fee & Monthly Membership Fee: this Agreement shall have a fixed initial term of 12 (twelve) months. Thereafter, the Agreement may be terminated by either Party with one month’s prior written notice to the end of a calendar month.
8. Guarantee
8.1
FOUND takes prides in the quality of the services and every care is taken to ensure success of the Placements. FOUND will provide a replacement for the original vacancy at no additional charge if the Talent’s employment is terminated within 6 (six) months of commencing work for the Employer (“Early Termination”).
8.2
For a replacement for the original vacancy at no additional charge, the following conditions must be satisfied:
- The Employer has paid the invoice for the Placement Fee in full and on time.
- The Employer has notified FOUND of the final termination date within 10 (ten) days of the events or circumstances giving rise to the termination of the employment having occurred.
8.3
The Guarantee shall not apply if:
- The early Termination is a result of organizational or structural changes within the Employer’s business, changes in the job specification or location, or failure to fulfil the Employer’s legal and contracted obligations to the Talent.
- The Talent is subsequently engaged by subsidiary or an associated company of the Employer.
- The Employer has terminated the employment of the Talent for no justified reason, or the Talent has terminated because the Employer has provided them with a justified reason to do so.
- The Talent had a previous working relationship or held any position with the Employer before the employment relationship resulting in the early Termination.
- The Talent has been hired by a Third Party or by the Employer outside of the scope of the Services described in section 3.
9. Invoice and Payment Terms
9.1
All invoices sent by FOUND must be paid within 10 (ten) days. VAT is charged additionally.
9.2
The Employer waves any right to set off, withhold, or deduct monies from sums due to FOUND under this Agreement.
9.3
All Fees shall be invoiced, and are payable in Swiss Francs (CHF).
9.4
Failure to pay invoices within the stipulated period shall entitle FOUND to charge a 5% administration fee on the outstanding invoice amount. For the avoidance of doubt, FOUND shall also have the right to charge late fees or default interest.
10. Liability
10.1
FOUND, to the extent permitted by law, shall not be liable for any damage to property, costs, expenses, delay or any other direct or indirect loss (including loss or consequential loss) howsoever caused by or arising from any failure to the placement and/or matching with Talent or the non-attendance of Talent at any time or the negligence, misconduct or lack of skill of any Talent introduced to the Employer by FOUND or any advice provided.
10.2
FOUND employs a rigorous vetting process but relies on the information provided by the Talents and cannot be held liable if such information is inaccurate or incomplete. The Employer is solely responsible for conducting background or reference checks on the Talents and obtaining any necessary work permits. FOUND declines any liability in these respects.
10.3
The Client shall indemnify and hold FOUND harmless against any claims, demands, liabilities, losses, damages, costs, or expenses (including legal fees) arising out of or in connection with any claim brought by Talents based on their employment relationship with the Employer. This includes but is not limited to claims for wrongful termination, discrimination, breach of contract, or any other employment-related issues.
11. General Provisions
11.1
The relationship between the Parties is that of independent contractors and the Parties are not partner, joint ventures or principal and agent.
11.2
No amendment or variation of these Terms and Conditions is valid or binding on a Party unless made in writing executed by all Parties.
11.3
A waiver is not valid or binding on the Party granting that waiver unless made in writing.
11.4
All information contained within this agreement shall remain confidential and the Employer shall not divulge it to any Third Party, save for its own employees and professional advisers on a need to know basis or as may be required by law.
11.5
The Parties hereby undertake to comply with the applicable provisions Data Protection regulations. FOUND is referring to the company’s privacy policy.
11.6
If any provision, clause or part-clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable by any judicial body, the remaining provisions of these Terms shall remain in full force and effect to the extent permitted by law.
11.7
This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland.
11.8
All disputes arising out of or in connection with this Agreement, including disputes on its conclusion, binding effect, amendment and termination, shall be resolved by the ordinary courts in Zollikon, Switzerland.