Terms of Business

1 DEFINITIONS

In these terms of business, the following words shall have the following meanings:

"Assignment" means (i) any request from the Client to Mission Driven Talent for recruitment support or to submit candidates or prospective candidates for employment by the Client and (ii) any acceptance by Client of an Introduction by Mission Driven Talent whether or not requested by Client. For the avoidance of doubt, the term "Assignment" includes each separate request by Client for recruitment assistance or for the submission of candidates or prospective candidates and each acceptance by Client of an Introduction. Any such request or acceptance may be written or verbal and is deemed to exist if the Client receives an Introduction;

"Candidate" means any person appointed to the Job role within 3 months of the role going live and the role being advertised and any person Introduced by Mission Driven Talent to the Client for an Assignment;

"Client" means any person, firm, company, partnership or corporate body together with its subsidiaries or associated companies (as defined by the Companies Act 2006) to which Mission Driven Talent introduces one or more prospective Candidates or from which Mission Driven Talent has otherwise accepted an Assignment either verbally or in writing;

"DPA" means the Data Protection Act 1998 as amended from time to time;

"Guarantee Period" has the meaning given to it in Clause 2.1;

"Introduction" (which includes the verb form “Introduce” or “Introduced) means the supply by Mission Driven Talent to a Client of details of a candidate or prospective candidate as a prospective employee or for engagement or for an Assignment by which details may include (but are not limited to) the provision to the Client of a prospective candidate or candidate's details in any format including verbal description, curriculum vitae, resume, portfolio, Skype Video, Zoom Video or letter. This may be verbal, in hard copy, facsimile, email or similar format;

"Invoice Date" has the meaning given to it Clause 3.1; 

"Placement" means any engagement or hiring or fixed contract work placement or freelance work contract or employment of a Candidate by a Client within one (1) year of Mission Driven Talent’s Introduction of such Candidate to the Client; and

"Service Fee" means the fee or fees payable by the Client to Mission Driven Talent for Placement Fee when a Candidate accepts a Placement with the Client, calculated as provided below.

2. TERM and TERMINATION.

The term of this Agreement (the “Term”) will commence on the Agreement Start Date stated in the Sales Order or the date any corresponding Contact and Agreement Form is completed (the “Start Date”) , and (unless otherwise stated in the Sales Order) will expire upon the earlier of (i) one year from the Start Date or (ii) the end of the last period of the product(s) being purchased by Customer and, except as otherwise provided below, may not be terminated by either Customer or Mission Driven Talent. Services which have commenced by the end of the Term will continue to be provided on the terms of this Agreement for the remainder of the applicable period. Mission Driven Talent may terminate this Agreement immediately on written notice if: (a) Customer institutes or consents to the institution of any proceeding under any bankruptcy or insolvency law or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, liquidator, administrator or similar officer for it or for all or any material part of its property; or any receiver, trustee, liquidator, administrator or similar officer is appointed; or any proceeding under any insolvency or bankruptcy law relating to Customer or to all or any material part of its property is instituted; or (b) Mission Driven Talent terminates any other agreement with Customer following Customer’s breach of that agreement. In either of these events, Mission Driven Talent will be entitled to accelerate all amounts due hereunder and to collect all costs and legal expenses incurred. Either party may immediately terminate this Agreement if the other party materially breaches this Agreement which breach is not cured within 10 days after receipt of written notice thereof. The terms of Sections 2, 3, 4, 8, 9 and 10 shall survive any expiration or termination of this Agreement.

3. PAYMENT.

All online payments are processed through Stripe secure payment gateway. Mission Driven Talent may, in its discretion, invoice Customer by way of an electronic invoice sent to Customer by email for additional services (see Additional Terms Applicable to Additional Services below). Unless otherwise stated in the Sales Order Form or invoice, invoices will be due 14 days from the date of invoice, with invoices to be issued in advance from the Start Date of the Agreement. Mission Driven Talent may charge interest at the relevant statutory rate on any amounts not paid when due. Mission Driven Talent will add VAT to services charged for. Customers will be responsible for the payment of any other present or future sales, use, exercise or other similar tax applicable to the Services. If any invoice remains unpaid beyond the payment terms specified in this clause, the Sales Order or the invoice, Mission Driven Talent may accelerate payment of any amount not yet invoiced under this Agreement. In the event that Customer overpays any invoice, Customer must request repayment within six months of the overpayment and any credit note for such overpayment will only be valid for six months from issue. Fees paid for Services are non-refundable, except following termination for Mission Driven Talent’s material breach, in which case Mission Driven Talent will refund to Customer prepaid amounts for Services not rendered as at the date of such termination. Mission Driven Talent may assign to a third party the right to collect and receive payment. Mission Driven Talent may carry out a credit check against Customer from time to time. Mission Driven Talent reserves the right to refuse to extend any credit to Customer and to require pre-payment from Customer before providing any Services. Mission Driven Talent may set off any amount received by Mission Driven Talent from Customer against any amount which is due and payable under this Agreement or any other agreement with Customer. Customer agrees to pay each invoice in full without deduction. Services purchased under the Agreement may only be used by members of Customer’s group of companies with Mission Driven Talent’s prior consent. Customer shall remain liable for payment for all Services purchased under this Agreement if any of its group of companies uses Services under this Agreement. If Customer is an agency for its client, Customer is liable for payment of all amounts due hereunder irrespective of whether it receives payment from its client. If Customer is a new customer paying by Direct Debit it will be required to complete a mandate which will be sent separately to Customer (with Customer’s bank account number, sort code, name of bank and name of account holder). If Customer has made payment via Direct Debit to Mission Driven Talent within the last 12 months, Mission Driven Talent will continue to use the same bank details it has on record until such time Customer notifies it differently. Customer must be the Direct Debit account holder. Customer warrants that it is the owner of the account used for the Direct Debit and the signatories on the Direct Debit instruction are authorised. Customer authorises its bank to disclose to Mission Driven Talent, and to its subcontractors and agents, details about its bank account in so far as is necessary in connection with this Agreement and to inform Mission Driven Talent if its Direct Debit Authority is terminated at any time. If a Direct Debit payment fails, Customer must immediately arrange for the charges to be paid by other means in addition to any fees incurred by Mission Driven Talent in relation to the failed Direct Debit payment.

4. Confidentiality, Data Protection and Additional Services.

4.1 (a) Each party will keep the specific terms of this Agreement confidential and not disclose them to any third party (other than to its professional advisers and/or affiliates on a confidential basis) without the other party’s prior written consent, except as required by law. (b) Mission Driven Talent undertakes to comply with all applicable data protection legislation currently in force and will collect and process personal data in accordance with its privacy policy. In order to maintain the integrity of its Sites, Mission Driven Talent reserves the right to forward contact details to any regulatory or enforcement authorities when requested to do so. Mission Driven Talent may also forward contact details where a complaint arises concerning Customer’s use of the Site and where that use is deemed to be inconsistent with this Agreement. (c) Customer agrees that Mission Driven Talent may email Customer with details of enhancements of Services, important new features and other promotional announcements (including research surveys) until Customer provides written notice terminating such authorisation.

4.2 (b) Mission Driven Talent manages all Candidate and prospective Candidate information in accordance with the DPA. The Client agrees to comply with its obligations under the DPA and with the obligations and restrictions contained in Mission Driven Talent’s Privacy Policy. Client's request for a Candidate's or prospective Candidate's curriculum vitae, resume, other personal information or employment details or the sending of a Candidate's or prospective Candidate's curriculum vitae, resume, personal information or employment details by Mission Driven Talent to Client is deemed as Client's acceptance of Mission Driven Talent's Privacy Policy. Client may request a copy of Mission Driven Talent's Privacy Policy by emailing hello@Mission Driven Talent.io or by visiting Mission Driven Talent's website at www.Mission Driven Talent.io/privacy-policy.

4.3 In particular and without limitation, in relation to any personal data (as defined in the DPA and the Mission Driven Talent’s Privacy Policy) passed from Mission Driven Talent to the Client, the Client shall:

4.3.1 only process (as defined in the DPA and the Mission Driven Talent Privacy Policy) personal data for the purpose of contacting a Candidate or prospective Candidate in order to assess their suitability for a Placement pursuant to these terms of business until the Candidate is hired or employed by the Client and the Candidate has consented to the Client being the data controller (as defined in the DPA and the Mission Driven Talent Privacy Policy) from that point; and

4.3.2 take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data.

4.4 Introductions are made on a strictly confidential basis and the Client agrees not to disclose any information about a Candidate or prospective Candidate to any third party without the prior written consent of Mission Driven Talent.

4.5 The Client must keep any evaluation of Candidates or prospective Candidates provided by Mission Driven Talent confidential and they must only be used for the purpose of assessing the suitability of such Candidate or prospective Candidate for the relevant Assignment.

4.6 Client acknowledges and agrees that in the course of seeking candidates and prospective candidates for Placements and making Introductions, Mission Driven Talent may disclose to such candidates and prospective candidates the identity of Client, a description of the employment or engagement for which Client has engaged Mission Driven Talent for recruitment services and any other information that Client has provided to Mission Driven Talent in connection with its services under these terms of business. While Mission Driven Talent informs candidates and prospective candidates that such information is confidential and should not be used or disclosed by such candidate or prospective candidate except as necessary to evaluate the opportunity, Mission Driven Talent shall have no liability or obligation to Client in the event of any disclosure or use of such information by any candidate or prospective candidate. Client acknowledges and agrees that Client has the sole responsibility to negotiate the terms of any agreement or understanding with candidates or prospective candidates with respect to the confidentiality of any information provided to them by Client or Mission Driven Talent regarding Client or the applicable position and the terms of any employment or engagement of any such candidate or prospective candidate by Client.

5. Ownership.

Unless otherwise provided in the Product Terms and Conditions, as between Mission Driven Talent and Customer, any job postings, advertisements and/or videos provided by Customer for placement on any Site and all intellectual and other proprietary rights therein are and shall at all times remain Customer’s property. Customer grants to Mission Driven Talent and its affiliates an irrevocable, royalty-free, perpetual, fully paid up, non-exclusive and worldwide license to use, copy, reproduce, publish, perform, display and distribute such job postings, advertisements and/or videos provided by Customer (in whole or in part). Customer also grants to Mission Driven Talent a non-exclusive, royalty free, non-transferable limited licence to use, display, copy and publish Customer’s trade marks, logos and other intellectual property provided to Mission Driven Talent solely for the purposes of performing its obligations under this Agreement. Mission Driven Talent shall retain all right, title and interest, including all intellectual property rights, to and in: (i) any proprietary technology and software contained or incorporated in or part of the Sites and (ii) the content (excluding Customer’s content as described above) on or part of the Sites and all elements which are a part of or incorporated in (or constitute a collection or compilation of) any of the foregoing.

6. Terms of Use.

(a) The customer shall use all Services provided hereunder solely for its own internal business purposes and shall not resell or transfer to any third party any Service and may not post postings or place advertising under any logos and/or bands other than its own. (b) Customer acknowledges that it must comply with the Terms of Use of each Site accessed by Customer. Terms of Use of each Site are available from the applicable Site’s homepage through the link “Terms of Use.” To the extent there is any inconsistency between any accessed Site’s terms of use described in this paragraph and the terms of this Agreement, the terms of this Agreement will prevail. (c) Mission Driven Talent reserves the right to suspend the Services offered to Customer by Mission Driven Talent and/or all passwords and other access codes if Mission Driven Talent has reasonable cause to suspect that Customer is in breach of any of this Agreement or any agreement with Customer or any Terms of Use.

7. Limited Warranty.

Mission Driven Talent warrants that it will perform Services in a professional manner in accordance with prevailing industry standards. Except for the foregoing, Mission Driven Talent makes no warranties, express or implied, including the warranties of merchantability, fitness for a particular purpose, or non-infringement with respect to the Services or the Sites, or the functionality, compatibility with specific software browsers, performance or results of use of the Services or the Sites.

8. Indemnification.

Each party (each, in such capacity, the “Indemnifying Party”) shall indemnify the other party, its affiliates and their respective officers, directors, employees and agents (each, in such capacity, an “Indemnified Party” and, collectively, the “Indemnified Parties”), from and against any third party claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from: (a) infringement or alleged infringement of any patent, copyright, trade secret or other proprietary right of any third party, arising out of or relating to, (i) in the case of Mission Driven Talent, the delivery of the Services and (ii) in the case of the Customer, the provision of any material to any Site by or on behalf of the Customer; (b) in the case of Mission Driven Talent, gross negligence or willful misconduct arising out of or relating to the delivery of the Services; and (c) in the case of the Customer, gross negligence, willful misconduct or defamation arising out of or related to use of the Services. The Indemnifying Party’s obligations hereunder will only apply if the Indemnified Party notifies the Indemnifying Party promptly in writing as to any such claim, action or demand.

9. Limitation of Liability.

Nothing in these conditions shall limit either party’s liability to the extent as prohibited by law. Except for obligations of an indemnifying party under clause 8, and without in any way limiting Customer’s payment obligations under this Agreement, (a) no party will be liable to any other party (nor to any person claiming rights derived from the other party’s rights) for incidental, indirect, consequential, special or exemplary damages of any kind - including lost revenues or profits, loss of business or loss of data - arising out of or in connection with this Agreement or the services provided hereunder regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility thereof, and (b) each party’s maximum liability arising out of or in connection with this Agreement, any product, the services provided hereunder or any site will not exceed the amount paid or payable by Customer to Mission Driven Talent during the term hereof.

10. Miscellaneous.

Each party agrees with respect to its use or provision of the Services to comply with all applicable laws, including but not limited to those relating to labour, employment and data protection. Customer also agrees that age, gender, religious beliefs, health, sexual orientation or ethnicity data or any other such information provided by an applicant will not be used in any employment-related decision. Each party to this Agreement shall be acting as an independent contractor and nothing herein shall be construed to create a partnership, joint venture or any type of agency relationship between Mission Driven Talent and Customer or any of Customer’s employees or agents. This Agreement, which may be executed in counterparts, contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings and agreements (whether oral or written), as well as any sales orders or other terms and conditions or purchase terms not supplied by Mission Driven Talent that have been or may from time to time be submitted by Customer, and cannot be amended or waived except in writing and agreed by both parties. Save as otherwise allowed in Clause 3, neither party may assign this Agreement in whole or in part, by merger, asset or share sale or transfer, or otherwise, without the prior written consent of the non-assigning party, except, in the case of Mission Driven Talent, (i) in connection with a merger, consolidation, reorganisation or sale of all or substantially all of its assets, or (ii) to a party controlling, controlled by or under common control with Mission Driven Talent (each a “Permitted Assignment”). No party has relied on any representation or warranty of any other party not expressly set forth in this Agreement. No failure or delay on the part of any party in exercising any right or remedy provided in this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of or failure to exercise any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy under this Agreement. In the event that any of the provisions of these conditions shall be determined by a competent authority to be invalid, unlawful or unenforceable to any extent, such provision shall to that extent be severed from the remaining provisions which shall continue to be valid to the fullest extent permitted by law. This Agreement, and any disputes between Customer and Mission Driven Talent relating to this Agreement, shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts. Each party’s performance under this Agreement is subject to force majeure. All notices given hereunder shall be given by first class mail, return receipt requested or overnight courier, to the respective addresses set out in the Sales Order, and shall be deemed given upon actual delivery thereof. No terms of this Agreement are enforceable by any person who is not a party to it.

11. Third Party Rights

Except as expressly provided elsewhere in these terms of business, no person other than Mission Driven Talent and Client is to have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these terms of business.

12. Severability

Any provision of or application of any provision of these terms of business which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

13. Notices

Any notice required or permitted to be given under these terms of business shall be valid if sent by regular mail, postage prepaid, or by recognised overnight courier service and must also be sent by email, in the case of notices to Mission Driven Talent Limited, addressed to it at the address and email detailed at the bottom of these terms of business and, in the case of notices to Client, addressed to Client at the address (including any email address) for Client on the books and records of Mission Driven Talent.

Additional Terms Applicable to Additional Services

1. Mission Driven Talent JOB POSTINGS

A job posting is an advertisement for a job vacancy placed on the Site/s specified on the Sales Order. Job postings may be posted by Mission Driven Talent’s posting tool or third party tool as specified in the Sales Order.

Job postings are either “Fixed Location Jobs” or “Area-Wide Jobs”. These permit Customer to post jobs (i) with a duration specified in the Sales Order and (ii) to either a specified fixed location set forth in the Sales Order or to any location, on the Sites (or parts thereof) specifically identified in the Sales Order. Job postings must be posted during the Term, after which they all expire. Each job posting may include only one (1) job description in one location and one job category, with up to three occupations and three industries per category save that for Area-Wide Jobs, Customer may post in more than one location per category (as set out in the Sales Order). Each job posting that is posted during the Term will be active for a maximum of the duration as set forth in the Sales Order, even if the scheduled duration of such job posting extends beyond the expiration of the Term.

Any (1) re-activation of an expired job posting, (2) interruption or renewal of any job posting, (3) change in the Site (unless job product being purchased allows posting to multiple Sites) or (4) change in the reference code of a job, constitutes use of an additional job posting. Customer acknowledges that job postings on the Sites also appear in search results on other websites.

A job posting may provide for automatic refresh every 30 days if stated in the Sales Order.

Customer agrees that all postings that it displays on the Site will relate to specific live job positions and will not be stock or generic job descriptions. Save as set forth in the Sales Order, Customer agrees not to post any job on any Site that: (i) does not comply with applicable laws or regulations; (ii) contains links to any site competitive with Mission Driven Talent; (iii) contain "hidden", irrelevant or misleading keywords; (iv) contains any pyramid scheme, "club membership", distributorship or sales representative agency arrangement or other business opportunity which requires an up front or periodic payment, pays commissions only (except where the posting states that it is commission only and clearly describes the products/services to be sold), or requires recruitment of other members, sub-distributors or sub-agents; (v) contains any logo or brands other than its own save as permitted by clause 6 of the Terms and Conditions; (vi) contains a hyperlink to Customer’s own career website; or (vii) contains a hyperlink to any website which contains material which is defamatory, offensive or obscene or of a menacing character or which may, in Mission Driven Talent’s judgment, cause annoyance or inconvenience or anxiety to any person including, without limitation, any racist, sexist, harassing, threatening, discriminatory, vulgar or abusive material, opinions or messages.

Mission Driven Talent reserves the right in its sole discretion to immediately remove any non-compliant job posting or postings on any Site which Customer has not expressly purchased, at any time.

2. Mission Driven Talent CANDIDATE INTRODUCTION SERVICE

2.1 SERVICE FEES AND EXPENSES

2.1.1 A service fee is due 14 days from the date a candidate accepts an offer of employment from the client, defined as the ‘Invoice Date’. The Client agrees to pay Mission Driven Talent a Candidate Introduction Fee of dependant on the Job Advert Package they selected; (i) Standard 18%, (ii) Upgraded 11%. In the case of non-freelance and non fixed contract work, a Service Fee as described and calculated below in Clause 2.2.

A service fee is calculated on a percentage of the successful Candidate's annual gross remuneration package, which shall include the Candidates base salary and any bonus or commission compensation if applicable, all employer pension contributions and the value of all benefits provided to the Candidate by the Client, or; (ii) in the case of freelance or fixed contract work, a monthly Service Fee as described and calculated below in Clause 2.2.

(b) based on a percentage of the Candidates monthly gross remuneration package which shall include the Candidates base salary or monthly fee and any bonus or commission compensation if applicable, all employer pension contributions and the value of all benefits provided to the Candidate by the Client. In addition, Client will reimburse Mission Driven Talent for all out of pocket expenses incurred by Mission Driven Talent in connection with the Assignment, subject to compliance with the provisions of Clauses 2.3, 2.4 and 2.5 below. The provision of a motor vehicle will be valued at £10,000 and will be included in the value of the package for Service Fee calculation purposes. For any Placement of a Candidate for freelance or fixed contract work, Mission Driven Talent shall invoice Client each and every month in arrears for the applicable Service Fees during the term of such freelance or fixed contract work engagement.

2.2 If the Client or any affiliates or related companies hires, contracts with, engages on a freelance basis or employs a Candidate for any Placement within 12 months of an Introduction of that Candidate to the Client or within 12 months after completing a freelance or fixed contract work Placement with Client, the relevant Service Fee will apply.

a. SCHEDULE OF SERVICE FEES BASED ON MONTHLY GROSS REMUNERATION PACKAGE (for freelance or fixed contract work):

A Service Fee of 20% of the total monthly gross remuneration package each and every month throughout the term of the freelance or contract work. Should a Candidate be offered a full time or part time Placement at any time during their freelance or contract work period or for a period of 1 year thereafter, then the new Service Fee payable for such full time or part time Placement shall be 20% of the annual gross remuneration package for the new full time or part time Placement as described in Clause 3.1 less 25% of the Service Fee paid by the Client for the freelance or contract work previously paid, up to a maximum of the new Service Fee.

(All Service Fees and expenses are exclusive of VAT and expressed in Mission Driven Talent (British Pounds Sterling).

2.3 Mission Driven Talent shall request approval in advance for any out of pocket expenses (such as travel and hotel accommodation).  

2.4 Where required, any display advertising costs will be discussed and agreed in advance with the Client and charged to the  Client at the cost to Mission Driven Talent.

2.5 Any approved costs or expenses set out in Clauses 3.3 and 3.4 above shall be invoiced on a monthly basis and payable within 14 days of the date of issue.

3 EMPLOYMENT TERMS; DUTIES OF CLIENT

3.1 Whilst Mission Driven Talent endeavours to make every reasonable effort to ensure the suitability of a Candidate selected on your behalf, Mission Driven Talent does not verify the authenticity or accuracy of references, qualifications or documentation concerning a Candidate's experience, skill, work history, integrity or suitability for the Placement. Client acknowledges and agrees that Client has the sole responsibility to satisfy itself that the Candidate is sufficiently qualified and skilled for the Placement and Mission Driven Talent shall have no liability whatsoever to Client in the event a Candidate's employment or engagement by Client terminates for any reason, except as and to the extent expressly set forth in Clause 2 above with respect to the Guarantee Period.

3.2 The Client is responsible for obtaining any relevant work permits, criminal records checks or such other permission to work as may be required by the Client or by UK legislation.

3.3 Client acknowledges and agrees that Mission Driven Talent is not responsible or liable to Client in any way if a Candidate does not accept any offer of a Placement and Client agrees to pay all Service Fees due and payable as provided in (and subject to) Clause 2. Furthermore, Client acknowledges and agrees that Mission Driven Talent is not responsible or liable to Client in any way if a Candidate resigns or leaves for whatever reason from a Placement or if a Candidate is unable to perform any duties under a Placement.

3.4 The Client must comply with all relevant employment regulations and legislation and national insurance contributions and tax obligations.

4 EMPLOYMENT OF SUCCESSFUL CANDIDATES

4.1 The Client must notify Mission Driven Talent in writing as soon as possible if it intends to offer a Placement to a Candidate. The Client must specify when the Placement is expected to commence and agree the Candidate's annual gross remuneration package or in the case of freelance or fixed contract work, the monthly gross remuneration package. Mission Driven Talent will not Introduce the Candidate to any other Client or third party following receipt of the written notification from Client of an offer of a Placement to a Candidate with respect to such Candidate until the earlier of (i) Mission Driven Talent’s receipt of notification from the Client or the Candidate that the Candidate does not accept the offer of such Placement or (ii) 30 days after Mission Driven Talent’s receipt of such Offer Notification unless prior to the expiration of such 30-day period, Candidate or Client notifies Mission Driven Talent that the Candidate has accepted the offer described in the Offer Notification. If Mission Driven Talent is not informed by Client of a Candidates remuneration package for any accepted Placement, then Mission Driven Talent has the right to immediately make an assessment of any Candidates remuneration package under any Placement and invoice the relevant Service Fee to the Client which shall become due and payable as per the terms of these terms of business.

5 SAFETY NET GUARANTEE PERIOD 

5.1 Mission Driven Talent’s Safety Net Guarantee period comes into effect for 60 calendar days from the commencement date (start date) of a Candidate, (the "Guarantee Period") is subject to the following:

5.2 If the Client terminates the Placement within the Guarantee Period, then Mission Driven Talent will undertake to provide the Client with a replacement Candidate at no extra charge, subject to satisfaction of the following conditions:

(a) all Service Fees payable to Mission Driven Talent for the initial Placement and any and all other Placements if any with Client must have been paid in full within 14 days of the date of issue of each or all invoices for any part of such Service Fee;

(b) accounts not settled within such 14-day period and that remain outstanding during the Guarantee Period will remain due and payable in full, but Mission Driven Talent shall have no obligation under this Clause 2.2 or otherwise to endeavour to provide Client with a replacement Candidate and shall be entitled to retain the full-Service Fee payable in respect of the initial Candidate without discount or reduction; and

(i) because, acting reasonably, the Client deems the Candidate to be unsuitable and that within the Guarantee Period the Client notifies Mission Driven Talent giving a reasonable explanation (including grounds and reasons) for its dissatisfaction with the Candidate and the termination of employment or engagement of the Candidate by the Client; and

(ii) not due to redundancy, corporate restructure, change of management or control of Client or job description, pregnancy, illness, injury or any unlawful treatment or discrimination.

5.3 Should the Client notify Mission Driven Talent that a replacement Candidate is not required; then Mission Driven Talent will provide the Client with a credit note in the form of one Assignment, up to the value of the Service Fee charged upon Placement of the original Candidate valid for a period of 60 days from the date the Client terminates the Placement.

5.4 Should the replacement Assignment be cancelled or terminated by the Client after the Introduction of one or more replacement Candidates, or the Client decides not to accept any Candidate for a Placement after Mission Driven Talent has Introduced no less than 3 replacement Candidates, then Mission Driven Talent will deem the Assignment to have been completed and the Safety Net Guarantee will be void and Clauses 2.1, 2.2 and 2.3 will be of no further force or effect with respect to such Assignment or the original Assignment.

5.5 Should the replacement Candidate's gross remuneration package be of greater value than that of the original Candidate, the difference in the Service Fee will be payable to Mission Driven Talent under the original payment terms.

5.6 Clauses 5.1, 5.2, 5.3 and 5.4 under the Safety Net Guarantee do not apply to any replacement Candidate.

In the event that;

(i) the Client makes an offer of a Placement to a Candidate prior to the receipt by either party of a written notice to terminate an Assignment or;

(ii) within the 12 month period immediately following written notice to terminate an Assignment the Client makes an offer of a Placement to a Candidate Introduced to Client prior to receipt by either party of a written notice to terminate an Assignment, the Client will be required to pay Mission Driven Talent the relevant Service Fee if the Candidate commences the Placement notwithstanding that the Client issues a notice of termination before the Candidate commences the Placement.

Notwithstanding termination of an Assignment for any reason, the following provisions in these terms of business shall continue in full force and effect: Clause 4 (Payment Terms), Clause 7 (Privacy), Clause 8 (Termination) and Clause 9 (Indemnity).

2. JOB POSTING (VIDEO JOB ADVERT)

A job posting (Job Profile) is an advertisement for a job vacancy with a fixed job title placed on the Site/s specified on the Sales Order (“SO”). Job postings may be posted by Mission Driven Talent’s posting tool, Digital Team or third party tool as specified in the SO.

Customer must choose one job title for the job posting from a selection provided. Once selected, the job title is fixed and may not be changed during the Term of the job posting. Job postings are Fixed Location Jobs. These permit Customer to post jobs (i) with a duration specified in the Sales Order (SO) and (ii) to either a specified fixed location set forth in the SO or to any location, on the Sites (or parts thereof) specifically identified in the SO. Job postings must be posted during the Term, after which they all expire. Each job posting may include only one (1) job description in one location and one job category, with up to three occupations, Customer may post in more than one location per category (as set out in the SO). Each job posting posted during the Term will be active for a maximum of the duration as set forth in the SO, even if the scheduled duration of such job posting extends beyond the expiration of the Term.

Any (1) re-activation of an expired job posting, (2) interruption or renewal of any job posting, (3) change in the Site (unless job product being purchased allows posting to multiple Sites) or (4) change in the reference code of a job where that job has been posted via the Mission Driven Talent Digital Team , constitutes use of an additional job posting. Customer acknowledges that job postings on the Sites also appear in search results on other websites.

Customer agrees that all postings that it displays on the Site will relate to specific live job positions and will not be stock or generic job descriptions. Save as set forth in the SO, Customer agrees not to post any job on any Site that: (i) does not comply with applicable laws or regulations; (ii) contains links to any site competitive with Mission Driven Talent; (iii) contain "hidden", irrelevant or misleading keywords; (iv) contains any pyramid scheme, "club membership", distributorship or sales representative agency arrangement or other business opportunity which requires an up front or periodic payment, pays commissions only (except where the posting states that it is commission only and clearly describes the products/services to be sold), or requires recruitment of other members, sub-distributors or sub-agents; (v) contains any logo or brands other than its own save as permitted by clause 6 of the Terms and Conditions; (vi) contains a hyperlink to Customer’s own career website; or (vii) contains a hyperlink to any website which contains material which is defamatory, offensive or obscene or of a menacing character or which may, in Mission Driven Talent’s judgment, cause annoyance or inconvenience or anxiety to any person including, without limitation, any racist, sexist, harassing, threatening, discriminatory, vulgar or abusive material, opinions or messages.