Service agreement between TWR TheWhiteRabbit SAS and its customers

This agreement is systematically and exhaustively applicable between TheWhiteRabbit Sàrl and each of its clients once a collaboration agreement has been formally concluded between the parties, whether by the signature of a quotation or by the acceptance of a mandate expressed by an exchange of emails.

The parties are hereinafter jointly referred to as the "Parties" and individually as a "Party" ("the Subcontractor" for TheWhiteRabbit SAS, "the Main Contractor", "the Instructing Party" or "the Customer" for the customer).

Having previously stated the following:

The company TheWhiteRabbit carries on the business of providing consultancy and operational assistance to companies;

In the course of its business, the Principal Contractor expressed a need for additional skills to complement its own skills. To this end, it has met with the Sub-Contractor and wishes to call upon its services in order to complete its own teams from targeted and pre-qualified profiles (hereinafter the "Candidates"); 

By this contract (hereinafter the "Contract") the Parties have agreed to define the terms and conditions of their collaboration, in compliance with all the professional rules applicable to professionals in the sector.

The Parties declare and acknowledge that the negotiations which preceded the conclusion of this Agreement were conducted in good faith. They affirm that, during the pre-contractual negotiation phase, they received all necessary and useful information to enable them to enter into a commitment in full knowledge of the facts and that they communicated to each other all information likely to determine their consent and of which they could legitimately be unaware. This preamble forms part of this Contract and may not be dissociated from it.

The Parties undertake to ensure that the conclusion of this Contract does not breach any legal, regulatory or contractual obligation.

In view of the foregoing, the following has been agreed and determined:

Purpose of the Contract

As part of this Contract, the Sub-Contractor undertakes to provide, on behalf of the Main Contractor, the following Services (hereinafter the "Services"): sourcing and pre-qualification of profiles, talent attraction consultancy, recruitment support.

The deliverables will include :

A detailed quantitative analysis of the direct approach actions and their results,

The presentation of 4 motivated candidates wishing to join the company, with qualifications and characteristics as close as possible to the Client's expectations (subject to market conditions),

A personalised list of integration tips for the selected candidate,

A pool of profiles interested in the company's activities.

The Principal Contractor is entitled to request any changes to the Services that he considers appropriate. It may also entrust the Sub-Contractor with new Services.

It should be emphasised that any substantial change to the initial specifications, involving sourcing different from that initially undertaken by the Sub-Contractor, constitutes the expression of a new requirement. The assessment of the financial, time, methodological or deliverable impact of such changes is at the discretion of the Sub-Contractor, who will communicate accordingly with the Prime Contractor.

The Sub-Contractor's obligations

The Sub-Contractor undertakes to perform the Services to the highest possible standard. In this context, it undertakes to communicate regularly with the Prime Contractor on the progress of the Services and any difficulties encountered. All instructions and recommendations given by the Principal Contractor will be implemented, unless this is impossible, which will then be explained to the Principal Contractor in good time. 

The Sub-Contractor will carry out the Services entrusted to it in accordance with the rules of the trade and in complete independence.

The Sub-Contractor undertakes to perform the Contract with the care and skill of a qualified and experienced professional, which it expressly declares itself to be. In this context, the Sub-Contractor undertakes to comply with all applicable legal and regulatory requirements, and in particular those designed to ensure the security of individuals and the confidentiality of data. It undertakes to hold all the legal and administrative authorisations required to perform the Services and to maintain these authorisations in force throughout the term of the Contract.

The Sub-Contractor will assume, in its capacity as an independent contractor, and unless expressly stipulated otherwise in this Contract or an amendment thereto, all the costs associated with the provision of the Services. This includes, in particular, the recruitment and remuneration of personnel, licences for the tools it deems necessary for its activity and the payment of any related taxes.

Obligations of the Principal Contractor

The Main Contractor undertakes to provide the Sub-Contractor with all the information and documentation, as well as all the assistance reasonably necessary to enable the Sub-Contractor to perform the Services requested, which are the subject of this contract, in good conditions. 

This includes in particular:

- systematically meeting each of the candidates pre-qualified and shortlisted by the Sub-Contractor. Interviews must be scheduled within five (5) days of the candidate's submission,

- Ensure the availability of the Recruitment Manager for weekly updates and willingness to discuss/give feedback,

- Undertake to maintain a dynamic and empathetic application process, in particular by providing honest and objective feedback.

- Ensure a systematic and justified response within three (3) weeks to candidates met but not selected, by email or telephone.

It also undertakes to take account of any observations that may be made by the Subcontractor concerning the provision of the Services, with regard to the state of the employment market at the time the Service is carried out.

The Sub-Contractor's liability and obligations

The Sub-Contractor may not be held liable in the event of force majeure or unforeseeable and insurmountable events.

The Sub-Contractor may not be held liable for any direct or indirect damage suffered by the customer as a result of the provision of candidates.

The Sub-Contractor may not be held liable for any damage caused by the behaviour of the candidate made available to the client, including in the event of gross negligence on the part of the candidate.

Finally, the Sub-Contractor may not be held liable for any damage caused by the customer as a result of the use of the information and data provided by the candidate made available.

The Sub-Contractor undertakes to supply at least 4 candidates corresponding to the specifications provided by the customer. However, it is important to note that the final hiring of a candidate remains the responsibility of the client.

Remuneration of the Sub-Contractor

In return for the services provided for its benefit by the Sub-Contractor, under the conditions defined in this contract, the Main Contractor will pay the Sub-Contractor a sum previously defined by the two parties in accordance with the following terms and conditions:

Payment of 30% is due at the start of the assignment (30 days end of month), followed by

Payment of the remaining 70% after the submission of the fourth qualified candidate (deadline 30 days end of month).

Payment to the Sub-Contractor will be made on presentation of a valid invoice sent by the Sub-Contractor in accordance with the schedule set out above. The Principal Contractor undertakes to provide the Sub-Contractor with all the information required to draw up the invoice(s) within a maximum period of 15 days from receipt of the request, including the company identification data, the order number and the email address of the recipient of the invoice.

In application of the provisions of the French Commercial Code, any delay in payment :

Will automatically lead to the application of late payment interest at the rate of three times the legal rate; 

The beneficiary will be liable for all costs incurred by the Main Contractor in recovering unpaid sums.

Contract duration and communication

This Contract is established for a maximum duration of nine (9) months and will terminate in one of the following cases:

The Sub-Contractor will have submitted to the Main Contractor up to four (4) profiles per position, complying with the requirements specified by the Main Contractor, and all clearly motivated to join the Main Contractor's teams.

Signature of an employment contract with the candidate chosen by the Main Contractor, even if he turns out to be a person not identified by the Sub-Contractor's prior work.

Abandonment of the recruitment project for the position(s) covered by this mandate on the part of the Principal Contractor, for whatever reason. In this event, the total amount due to the Sub-Contractor may be adjusted by the Sub-Contractor, at its discretion and in proportion to the work already carried out. The 30% deposit remains payable in any event and will not be refunded.

The contract may be renewed by written agreement, dated and signed by both parties. In the absence of a new agreement, the contract will terminate at its term.

After its completion, the Sub-Contractor may include the Customer's logo in its commercial communications and disclose certain macro elements relating to the performance of the assignment for canvassing purposes.

Early termination

In the event of one of the Parties failing to fulfil its contractual obligations, the Contract may be terminated ipso jure by the other Party seven (7) days after the sending of a letter of formal notice sent by recorded delivery with acknowledgement of receipt which has remained without effect. The formal notice will indicate the default or defaults observed. 

Either of the Parties also has the option of terminating the Contract for convenience, subject to sending a registered letter with acknowledgement of receipt giving at least fifteen (15) days' notice. Only the Services validated by the Main Contractor and carried out by the Sub-Contractor on the date of termination will be paid for.

Loyalty and good faith

The Sub-Contractor undertakes always to behave towards the Main Contractor as a loyal partner acting in good faith and, in particular, to bring to the Main Contractor's attention without delay any dispute or difficulty that it may encounter in the performance of this Contract or in its relations with Candidates.

For its part, the Principal Contractor undertakes to be responsive at the various stages in the progress of the project: taking briefs, reviewing the profiles submitted, making appointments with Candidates, so as not to hinder the process of retaining Candidates throughout the selection process.

See in detail the paragraph entitled "Obligations of the Principal Contractor".

The Principal Contractor also undertakes to use methods for selecting and interviewing Candidates that are fair, ethical and in compliance with the regulations laid down in employment law.

Confidentiality obligation

Each of the Parties undertakes to keep strictly confidential all information brought to its knowledge within the framework of the Agreement and to protect from competitive investigation all information communicated by the other Party concerning its services, its market and the levels of remuneration applied. 

The Parties consider the following to be confidential

Information concerning the Candidate(s);

Financial, legal, technical, commercial and strategic information or data, as well as databases and studies transmitted or brought to the attention of the other Party in the context of the performance of this Agreement, regardless of the form and/or medium used.

By way of exception, the Parties agree that information accessible to the public on the date it is communicated shall not be considered confidential.

The Parties further undertake to ensure compliance with this confidentiality undertaking by their staff, by the staff of their subsidiaries and by any person having access to information exchanged under the Agreement and/or during the performance of the Services, in particular service providers and Subcontractors. 

Upon expiry of the Agreement or following a request that may be made at any time, each Party undertakes to return to the other Party, as soon as possible, all working documents provided in the course of the performance of this Agreement.

This obligation of confidentiality will remain in force for 2 months from the date of termination of the Agreement. Any information concerning the Candidates, gathered by either of the Parties, will remain strictly confidential and must not be disclosed in any way, even after the expiry of this Agreement, without the express authorisation of the Candidate concerned. 

This Article does not apply to information the disclosure of which is made compulsory by a law or regulation applicable to the Parties, or by any competent administrative or judicial authority.

Independence of the Parties

The Parties acknowledge and declare that no relationship of subordination exists between them. 

The Parties acknowledge and declare that they are and will remain, for the entire duration of the Contract, independent professional partners, each assuming the risks of its own activity. They undertake to present themselves as such to third parties. 

Compliance with regulations

The Sub-Contractor undertakes to comply with all the regulations applicable to it, in particular those relating to employment law and taxation. It guarantees that it has carried out the required registrations and declarations, and that it has paid all taxes and contributions relating to its activity.

The Sub-Contractor also declares that it is not subject to any ban on practising and that it is in good standing with the professional bodies to which it belongs.

The Sub-Contractor undertakes, with regard to the personal data of the Principal Contractor's Candidates, to put in place a confidentiality policy designed to govern the collection and processing of such data, in accordance with regulations relating to the protection of personal data. 

Intellectual property

The software, hardware, documentation, data and any technical or other information belonging to the Prime Contractor and made available to the Sub-Contractor are and remain the exclusive property of the Prime Contractor and may not be used by the Sub-Contractor for any purpose other than the strict performance of the Contract.

In the event that creations likely to be protected by the intellectual property regime (hereinafter "Creations"), have been generated with a view to the performance of the Services, it is agreed that the Sub-Contractor shall assign to the Principal Contractor, on an exclusive basis and as and when they are produced, all the economic rights relating to the said creations, in all their versions, whether completed or unfinished. The price of the Services under this Contract includes the price of this transfer of the Designs, in a proportion estimated at 10% of the price of the Services invoiced in respect of the Designs.

In this respect, the Sub-Contractor assigns to the Customer, without this list being exhaustive, the rights to use, adapt, develop, modify, correct, integrate, transcribe, translate and digitise the Designs in any way and in any form whatsoever. This transfer is made for any type of use and on any present or future medium, in particular paper, optical, digital, videographic or electronic and by any process whatsoever, whether known or unknown on the date of implementation of the Contract.

This transfer is effective for the entire world and for the entire legal term of protection of the creation or computer programme in accordance with French and foreign legislation and current or future international conventions, including any extensions that may be made to this term.

The Sub-Contractor retains ownership of its Creations prior to or outside this Agreement as well as Creations for which it has been expressly stipulated that they remain its property.

Modification of the Agreement

This Agreement expresses all the obligations of the Parties. These stipulations take precedence between the Parties over their respective General Terms and Conditions of Sale. In order to be enforceable against the Parties hereto, any modification made to the Contract must be the subject of a written amendment signed by the Parties.

Nullity

In the event that any provision of the Contract is or becomes null, illegal or deemed inapplicable for any reason whatsoever, the validity, legality or applicability of any other provision of the Contract shall not in any way be affected or impaired. In such a case, the Parties will endeavour in good faith to reach an agreement on the amendments to be made to the Contract in order to give it, as far as possible, an effect corresponding to their common initial intention.

Applicable law and jurisdiction

This contract is governed by Swiss law.

Any dispute arising from the interpretation, performance, non-performance or consequences of this contract shall be submitted to the competent court in accordance with ordinary law.