These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("The Sub-Contractor") and Cross Path Network, Ltd. ("The Contractor"), concerning your access to and use of the https://www.becrosspath.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Site"). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
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  1. The Contractor provides recruitment services, has reasonable skill, knowledge, qualifications and experience in that field, and has been engaged by its Client to provide such services under various agreements (the "Main Contracts").
  2. The Sub-Contractor has reasonable skill, knowledge, qualifications and experience in the field of recruitment services and wishes to offer its services to the Contractor.
  3. In reliance upon such skill, knowledge, qualifications and experience, the Contractor wishes to engage the Sub-Contractor to assist and provide certain parts of the recruitment services to the Client on its behalf as described herein.
  4. The Sub-Contractor wishes to accept such engagement and shall assist and provide the recruitment services to the Client on behalf of the Contractor as described herein subject to, and in accordance with, the terms and conditions of this Agreement.

2. Definitions and Interpretation

2.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

  • "Business Day" means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business.
  • "Clients" means the Contractor's clients under the Main Contracts to offer recruitment services.
  • "Commencement Date" means the date on which this Agreement shall come into force as set out in, and subject to, Clause 2;
  • "Confidential Information" means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
  • "Sub Contractor’s Fees" ("Bounty") means the fees payable by the Contractor to the Sub-Contractor in consideration of the Sub-Contracted Services as fully described in this Agreement and/or any accompanied schedules as part of this Agreement. Bounty is always inclusive of VAT and any local taxes and its amount is determined at the sole discretion of the Contractor and its client. The Sub-Contractor is responsible for paying his own taxes or any earnings from the Contractor;
  • "Sub-Contracted Services" means the part of the Services to be provided by the Sub-Contractor; and rereferred in the Schedules and this Agreement
  • "Services" means services to be provided by the Contractor to the Client under the Main Contract, of which the Sub-Contracted Services form a part.
  • " Success Fee" means the fees the Contractor is paid by the Clients under terms of the Main Contract(s)
    2.2 Unless the context otherwise requires, each reference in this Agreement to:
    2.3 "writing", and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
    2.4 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
    2.5 "this Agreement" is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
    2.6 a Schedule is a schedule to this Agreement;
    2.7 a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and
    2.8 a "Party" or the "Parties" refer to the parties to this Agreement.
    2.9 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
    2.10 Words imparting the singular number shall include the plural and vice versa.
    2.11 References to any gender shall include the other gender.
    2.12 References to persons shall include corporations.

3. Engagement of the Sub-Contractor

3.1 The Contractor hereby engages the Sub-Contractor to provide the Sub-Contracted Services detailed in Schedule 2, in accordance with the terms and conditions of this Agreement.
3.2 Subject to Clause 3.3, the appointment of the Sub-Contractor under this Agreement is mutually non-exclusive that is to say that at any time the Sub-Contractor, can provide to other recruitment service providers (except where to do so would detrimentally affect the Sub-Contractor's ability to provide Services to the Contractor as agreed under this Agreement.) and the Contractor can engage any other subcontractor to provide it with services which are the same as or similar to the Sub-Contracted Services.
3.3 The Sub-Contractor hereby agrees that during the term of engagement they shall not engage directly and/or indirectly with the Contractor's Clients whether independently and/or through a different recruitment agency, on matters relating to the Main Contracts.
3.4 Subject to the express requirements of the Client as detailed in the Main Contracts, the Sub-Contractor shall be exclusively responsible for organising and entitled to organise when, how and in what order the Sub-Contracted Services are performed, but shall liaise with the Contractor to ensure that due account is taken of such requirements and the impact of the provision of the Sub-Contracted Services upon the activities of the Contractor and any other sub-contractors also engaged by the Contractor.
3.5 The Sub-Contractor shall be responsible for the rectification of any unsatisfactory work at its own expense.
3.6 The Sub-Contractor is not obliged to make any services available except for the performance of its obligations under this Agreement. The engagement of the Sub-Contractor under this Agreement to carry out the Sub-Contracted Services does not create any mutual obligations on the part of the Contractor or the Sub-Contractor to offer or accept any further contract, appointment or services. No continuing relationship shall hereby be created or implied.

4. Status of the Sub-Contractor

4.1 The Sub-Contractor's relation to the Contractor is that of an independent contractor. The Sub-Contractor shall be responsible for all taxes and contributions (including, but not limited to, income tax and national insurance, where applicable) in respect of the consideration all amounts paid or payable to the Sub-Contractor under or in relation to this Agreement.
4.2 The Sub-Contractor hereby agrees to indemnify the Contractor in respect of any claims that may be made by the relevant authorities against the Contractor in respect of any such taxes and/or contributions, including interest and penalties, relating to the Sub-Contracted Services provided to the Contractor under this Agreement.
4.3 The Sub-Contractor shall be responsible for all of its expenses and, where applicable, VAT.

5. Sub-Contractor's Obligations

5.1 The Sub-Contractor shall use reasonable endeavours to ensure that the Sub-Contracted Services are provided in accordance with Schedule 2 in all material respects.
5.2 The Sub-Contractor shall use reasonable endeavours to provide the following services;
a) Searching and headhunting: the Sub-Contractor shall explore prospective candidates who match the skills and qualifications required by the specific job descriptions.
b) Shortlisting: The Sub-Contractor shall present a shortlist of qualified candidates to the Clients of the Contractor.
c) Assessing: The Sub-Contractor shall assess potential candidates by conducting a first-round phone screening or video interview to check the motivation and competency of the candidate.
d) Collecting feedback: the Sub-Contractor shall compile feedback from all potential candidates and a follow up.
e) Updating status: the Sub- Contractor shall report to the Contractor the status of each candidate sourced by the Sub-Contractor
5.3 The Sub-Contractor shall use reasonable endeavours to ensure that deadlines agreed from time to time in accordance with those agreed between the Contractor and the Client are met. Time shall be of the essence of this Agreement.
5.4 The Sub-Contractor shall be responsible for ensuring that it, complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Sub-Contracted Services.
5.5 The Sub-Contractor shall use reasonable endeavours to accommodate any reasonable changes in the Sub-Contracted Services that may be required as a result of a request by the Client to the Contractor to change the Services.
5.6 The Subcontractor shall record the progress of all works and candidates to the Contractor.

6. Contractor's Obligations

6.1 The Contractor shall, or shall ensure that the Client shall, (as appropriate):
Co-Operate with the Sub-Contractor upon the Sub-Contractor's reasonable request in the diagnosis of any issues, concerning the recruitment process.
6.2 The Contractor shall ensure that the Client makes freely available to the Sub-Contractor to the extent necessary for the provision of the Sub-Contracted Services:
a) All information concerning the job specification for the candidate.
b) All information concerning the Clients and its working culture.
6.3 The Contractor shall, or shall ensure that the Client shall (as appropriate) use reasonable endeavours to provide all pertinent information to the Sub-Contractor that is necessary for the Sub-Contractor's provision of the Sub-Contracted Services and shall use reasonable endeavours to ensure the accuracy and completeness of such information.
6.4 The Contractor and/or the Client through the Contractor may, from time to time, issue reasonable instructions to the Sub-Contractor in relation to the Sub-Contracted Services. Any such instructions must be compatible with the scope of the Sub-Contracted Services as set out in this Agreement.
6.5 In the event that the Sub-Contractor requires the decision, approval, consent or any other form of authorisation or communication from the Client in order to continue providing the Sub-Contracted Services (or any part thereof), the Contractor shall ensure that the Client uses reasonable endeavours to provide the same in a reasonable and timely manner.
6.6 The Contractor shall provide a comprehensive work guidance, to the Sub-Contractor to allow the Sub-Contractor to meet its deliverables in accordance with this Agreement.
6.7 For a period of 4 months from the date the Sub-Contractor submits a candidate for a position through the Contractor, the Sub-Contractor has exclusive rights to that candidate. During this period, the Contractor shall not recommend the candidate to any other client. If the candidate is not hired by the client within the exclusivity period, the Sub-Contractor's exclusive rights to the candidate shall expire. After the exclusivity period has expired, the Contractor may recommend the candidate to other clients.

7. Provision of Equipment

The Sub-Contractor shall be responsible for the provision of its own equipment.

8. Provision and Acceptance of Services

8.1 The Contractor is under no duty or obligation to provide the Subcontractor with work at any time or of any nature other than that provided for under this Agreement.
8.2 The Subcontractor is under no duty or obligation to accept any offer of work received from the Contractor other than that provided for under this Agreement.

9. Fees and Payment

9.1 In consideration of the Sub-Contracted Services, the Contractor shall pay the Bounty to the Sub-Contractor in accordance with this Clause 9.
9.2 The Sub-Contractor shall issue the invoice of Bounty to the Contractor upon Sourcing and completing the entire recruitment process of the Client(s) including the candidate being successfully employed by the Client(s), the candidate having successfully accomplished probation period with the Client(s), and the Contractor having received payment from the Client(s).
9.3 The Contractor will pay to the Sub-Contractor upon the Sub-Contractor completing its deliverables in accordance with the Sub-Contracted Services. Besides Bounty, the Contractor may, at its sole discretion, grant a bonus to the Sub-Contractor for each position the Sub-Contractor works on. The amount of the bonus shall be determined by the Contractor on a case-by-case basis and shall be communicated to the Sub-Contractor in writing or displayed on the Contractor's platform (https://becrosspath.com/).
9.4 The Sub-Contractor shall invoice the Contractor for Bounty due in accordance with the completed deliverables including the completion of the Client(s) payment due to the Main Contracts.
9.5 The Contractor shall pay the Bounty due within 30 days of receipt of the relevant invoice from the Sub-Contractor only after the Contractor receives payment from the Client(s).
9.6 All payments to be made by the Contractor under this Agreement shall be made using the same currency as the client pays the Contractor for the recruitment services provided by the Sub-Contractor, in full and in cleared funds, to such bank In the United Kingdom as the Sub-Contractor may from time to time nominate in writing.
9.7 Where any payment under this Agreement falls due on a day that is not a Business Day, it may be made on the next following Business Day.
9.8 The Contractor may, at its option, set off against sums due to the Sub-Contractor any sums due to the Contractor from the Sub-Contractor (where relevant).
9.9 The Sub-Contractor agree to pay all taxes and/or national insurance arising from the performance of, and remuneration for, the Services.
9.10 The Sub-Contractor agree to indemnify the Contractor in respect of its failure to pay its taxes and National Insurance contributions including, but not limited to, Income Tax, Corporation Tax and Capital Gains Tax arising out of the performance of this Agreement.

10. Rectification

If the work carried out by the Sub-Contractor is not of a reasonable standard expected within the industry and/or the Sub-Contractors profession during a project, the Sub-Contractor shall rectify its performance within 30 days (under their own expense). The Contractor reserves the right to either terminate this Agreement and/or specific project, after the 30 day notice, upon Sub-Contractor's failure to rectify.

11. Insurance

The Contractor shall have in place, in relation to the Services provided by it to the Client, public liability insurance with a minimum limit of indemnity. The Sub-Contractor must have in place, in relation to the Sub-Contracted Services, a like policy (with like terms and the same minimum limit of indemnity in any one occurrence) which shall cover the Sub-Contractor. Parties shall discuss and agree to a minimum amount prior to the Commencement Date.

12. Indemnity

12.1 The Sub-Contractor shall indemnify the Contractor against all losses, claims, demands, costs and expenses incurred or suffered by the Contractor arising out of the Sub-Contracted Services.
12.2 The Contractor shall give to the Sub-Contractor notice in writing as soon as possible after it becomes aware of any dispute between the Contractor and the Client arising out of the Sub-Contracted Services.
12.3 The Sub-Contractor shall deal with any disputes that arise between the Contractor and the Client arising out of the Sub-Contracted Services and shall control and pay in full for any dispute resolution and/or litigation in which the Contractor may be involved as a result of entering into this Agreement, provided that the Contractor gives written notice to the Sub-Contractor as required under sub-Clause 10, whereupon the Sub-Contractor shall be deemed to have sole authority to manage and settle such dispute.

13. Limit of liability

13.1 The liability of the Contractor to the Sub-Contractor under this Agreement shall be limited to only the direct loss suffered by the Sub-Contractor as result of the negligent performance and breach of agreement of the Services (the Contractor shall not be liable for; any loss of profit, sales, revenue, or business, loss of anticipated savings; loss of or damage to goodwill; loss of agreements or contracts; loss of use or corruption of software, data or information;) and only where the Sub-Contractor notifies the Contractor of the negligent act or omission in question within 14 days of the date when the Sub-Contractor became, or should reasonably have been, aware of that act or omission.
13.2 The Contractor shall not be liable for any loss suffered by the Sub-Contractor due to a breach of this Agreement by the Sub-Contractor.
13.3 The total liability of the Contractor in connection with this Agreement shall be limited to the value of the 20% Success Fee owed to the Sub- Contractor
13.4 The Sub-Contractor shall have limited liability for all direct and indirect breach (whether contractual or negligence) to the Contractor.
13.5 Nothing in this agreement shall limit or exclude the liability of either party for:

  1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
  2. fraud or fraudulent misrepresentation or wilful default; and
    (c) any matter for which it would be unlawful to exclude or restrict liability.

14. Confidentiality

14.1 Each Party undertakes that, except as provided by sub-Clause 14.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and for 3 years after its termination:

  1. keep confidential all Confidential Information;
  2. not disclose any Confidential Information to any other party;
  3. not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
  4. not make any copies of, record in any way or part with possession of any Confidential Information; and
  5. ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 14.1 a. to 14.1 d. above.
    14.2 Either Party may:
    14.2.1. disclose any Confidential Information to:
  6. any consultant or contractor of that Party;
  7. any governmental or other authority or regulatory body; or
  8. any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
    to such extent only as is necessary for the purposes contemplated by this Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 14.2.b. or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 14, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
    14.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.
    14.3 The provisions of this Clause 14 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

15. Data Protection

For complete details of the Contractor's collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, the Contractor's GDPR Policy applies and the Sub-Contractor shall be referred and informed accordingly.

16 Non-Solicitation

16.1 The Sub-Contractor shall, for the term of this Agreement and for a period of 2 years after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the Contractor at any time in relation to this Agreement without the express written consent of the Contractor.
16.2 The Sub-Contractor shall, for the term of this Agreement and for a period of 2 years after its termination or expiry, solicit or entice away from the Contractor any Client where any such solicitation or enticement would cause damage to the business of that Party without the express written consent of the Contractor.

17. Force Majeure

17.1 No Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party ("Force Majeure"). Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other similar or dissimilar event or circumstance that is beyond the control of the Party in question.
17.2. In the event that a Party to this Agreement cannot perform their obligations hereunder as a result of Force Majeure for a continuous period of 1 month the other Party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all work completed up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this Agreement.

18. Term and Termination

18.1 This Agreement shall come into force on the Commencement Date (subject to the provisions of Clause 2) and shall continue in force from that date until the Parties have discharged all of their obligations hereunder (together with the expiry dates under Clause 2), subject to the provisions of this Clause 18.
18.2 If the Main Contract(s) is terminated for any reason, this Agreement shall automatically terminate forthwith without any further action required by the Parties, subject to the provisions of Clause 19.
18.3 Either Party may terminate this Agreement by giving to the other not less than 1 months written notice, to expire on or at any time after 6 months term of agreement.
18.4 Either Party may immediately terminate this Agreement by giving written notice to the other Party if:

  1. the other Party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 14 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
  2. an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
  3. the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
  4. the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);
  5. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
  6. that other Party ceases, or threatens to cease, to carry on business; or
  7. control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement. For the purposes of this Clause 18, "control" and "connected persons" shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
    18.5 For the purposes of sub-Clause 18.4.a, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
    18.6 The rights to terminate this Agreement given by this Clause 18 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

19. Effects of Termination

Upon the termination of this Agreement for any reason:
19.1 any sum owing by either Party to the other under any of the provisions of this Agreement shall become immediately due and payable;
19.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain in full force and effect;
19.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination;
19.4 subject as provided in this Clause 19 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
19.5 each Party shall (except to the extent referred to in Clause 12) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

20. No Waiver

No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

21. Entire agreement

This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.

22. Notices

22.1 All notices and other communications provided for in this Agreement and any associated document shall be in writing and shall be delivered by post, fax, email or hand to an authorised representative, to the address, fax or email shown in the Contract Information at the end of this Agreement.
22.2 Any notices served shall be deemed to be effective on actual receipt by the receiving Party, who shall acknowledge receipt within two Business days of the date of receipt.

23. Time

Unless specifically stated within the Agreement, the Parties agree that all times and dates referred to in this Agreement shall not be of the essence of this Agreement.

24. Compliance with laws and policies

Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

25. Counterparts

This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

26. Third party rights

No one other than a party to this agreement, shall have any right to enforce any of its terms.

27. No partnership or agency

27.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
27.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

28. Severance

In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

29. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

30. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims.