Customer Success Manager Agreement

2. Nature of the Collaboration

The relationship established by this Agreement is that of independent contractors. Nothing in this Agreement shall be construed to create a relationship of employer and employee, principal and agent, or joint venture between the Parties.

3. Responsibilities of the CSM

The CSM agrees to:

3.1 Client Communication and Candidate Presentation

• Present candidates to clients and provide detailed information about their profiles, qualifications, and suitability for the role.
• Respond to client questions and inquiries regarding presented candidates.
• Ensure regular communication and updates with clients regarding candidate progress throughout the recruitment process.

3.2 Candidate Selection and Validation

• Review and validate candidates presented by sourcers from the Cross Path network.
• Select the most suitable candidates to present to the client based on job requirements and client feedback.
• Remain impartial and professional in candidate presentation, ensuring fair treatment of all candidates regardless of who sourced them (including candidates the CSM may have sourced themselves).

3.3 Sourcer Coordination and Quality Control

• Identify and recruit suitable sourcers from the Cross Path network to work on assigned recruitment mandates.
• Coordinate and supervise sourcers working on the assigned mandates.
• Serve as the sole point of communication between clients and sourcers (no direct communication between clients and sourcers).
• Control the number of active sourcers on each mission to maintain quality.
• Activate or deactivate sourcers based on their performance (automatic deactivation after 14 days without candidate presentation, or manual deactivation at CSM's discretion).

3.4 Interview Coordination and Supervision

• Organize and schedule interviews between clients and candidates when necessary.
• Supervise interviews and provide support to ensure a professional process, when appropriate.

3.5 Job Description Management

• Update and refine job descriptions published on the Cross Path platform based on client feedback and evolving requirements.
• Ensure job descriptions accurately reflect client needs and expectations.

3.6 Platform and Tools Usage

• Use Cross Path's tools and platform (subject to applicable subscription fees).

3.7 Professional Conduct

• Maintain professionalism, integrity, and impartiality in all client interactions and candidate evaluations.
• Comply with all applicable anti-bribery and anti-corruption laws.

4. Responsibilities of Cross Path

Cross Path agrees to:

• Provide access to necessary tools for client and sourcer management, including CRM, ATS, and mission coordination features (subject to subscription payment).
• Provide operational support for mandate execution.
• Handle contract signing, invoicing, and payment collection from clients.
• Calculate and distribute commissions in accordance with the terms specified in each recruitment mandate.

5. Commission and Payment Terms

5.1 CSM Commission

• The CSM shall be entitled to a commission of [X]% of the total amount paid by the client for each recruitment mandate they manage. This percentage will be specified in each individual recruitment contract or mandate assignment.

5.2 Multiple Role Cumulation

• If the CSM is also acting as Business Partner, Team Leader, or Free Recruiter on the same mandate, commissions from multiple roles may be cumulated as specified in the individual mandate terms.

5.3 Payment Conditions

• Commission payments will be made only after Cross Path has received the full amount due from the client, and provided no portion of that amount is subject to refund or reimbursement.
• The CSM acknowledges that no commission shall be payable for any mandate that does not result in a successful paid placement.

6. Subscription Fees

6.1 Subscription Requirement

• The CSM must hold an active subscription to the Cross Path platform in order to act as a CSM and access the necessary client and sourcer management tools.

6.2 Cumulative Access

• If the CSM also holds a Business Partner or Team Leader subscription, a single subscription fee provides access to both their primary role functionalities (BP or TL) AND CSM functionalities. No additional subscription fee is required.
• If the CSM is solely a Free Recruiter (sourcer) who wishes to act as CSM, they must subscribe to access CSM tools and functionalities.

6.3 Subscription Fees

• The applicable monthly subscription fee for access to the platform and tools is determined separately and may be modified by Cross Path with 30 days' prior written notice.

7. Removal from Specific Missions and Termination of CSM Status

7.1 Removal from Individual Missions

• Cross Path or the Business Partner/Team Leader who signed the client mandate reserves the right to remove the CSM from any specific recruitment mission at any time, for any reason, without prior notice.
• Such removal from a specific mission shall not affect the CSM's assignment to other ongoing missions or their general CSM status under this Agreement.
• No commission shall be due to the CSM for any mission from which they have been removed, unless otherwise agreed in writing.

7.2 Termination of CSM Status for Gross Misconduct

• Cross Path reserves the right to unilaterally terminate the CSM's status and access to CSM functionalities in the event of gross misconduct, including but not limited to:
• Serious breach of confidentiality obligations;
• Fraudulent activity or misrepresentation;
• Violation of anti-bribery and anti-corruption laws;
• Persistent failure to maintain professional standards;
• Actions that damage Cross Path's reputation or client relationships;
• Breach of impartiality obligations in candidate presentation.

7.3 Consequences of CSM Status Termination

• Upon termination of CSM status for gross misconduct, the CSM's subscription to the Cross Path platform shall not be renewed.
• Any commissions accrued prior to the termination date shall remain payable in accordance with Section 5, provided all payment conditions have been met.
• If the CSM also holds Business Partner or Team Leader status, Cross Path may, at its sole discretion, terminate those agreements as well in cases of gross misconduct.

8. Confidentiality

8.1 The Parties agree to keep all confidential information obtained during the course of this Agreement strictly confidential and not to disclose it to any third party during or after the term of this Agreement.

8.2 These confidentiality obligations shall survive the termination of this Agreement indefinitely for as long as the Confidential Information remains non-public or proprietary in nature.

9. Duration and Termination

9.1 This Agreement shall remain in effect until terminated by either Party.

9.2 Either Party may terminate this Agreement at any time by providing written notice to the other Party.

9.3 Any commissions accrued prior to termination shall remain payable in accordance with the conditions set forth in Section 5. “Accrued” means that all conditions necessary for payment have been satisfied.

9.4 Termination of this Agreement does not affect the provisions of Section 7 regarding removal from specific missions or termination of CSM status for gross misconduct.

10. Governing Law and Jurisdiction

This Agreement and any dispute, claim, or obligation arising out of or in connection with it shall be governed by and construed in accordance with English law.

The Parties irrevocably agree to submit to the exclusive jurisdiction of the English courts.

11. Miscellaneous

The CSM must promptly report to Cross Path any improper request or activity that could constitute bribery or corruption.

Any amendment or modification to this Agreement must be made in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.