Service Agreement

This Service Agreement ("Agreement") is made and entered into by and between:

Cross Path Network Ltd. (hereinafter referred to as "Cross Path", "we," "us," or "our")
Company Number: 13863925
Company Address: 30 Norman Rd, London SE10 9QX, United Kingdom

And

[The Partner] (hereinafter referred to as "The Partner")

WHEREAS

• Cross Path is an online platform aimed at providing recruitment and related human resource services to businesses (hereinafter referred to as "Employer") that have recruitment needs.
• The Partner is a professional independent contractor specializing in headhunting services or operating as a headhunting agency.
• Both parties desire to collaborate to facilitate the recommendation of suitable candidates to Employers, and to share business development efforts.

NOW, THEREFORE

The Parties, on the basis of equality, free will, and mutual agreement, hereby agree as follows (hereinafter collectively referred to as the "Parties," and individually as a "Party"):

0. Definitions

• Total Bounty: Refers to the aggregate amount received by Cross Path from the Employer upon the successful completion of a recruitment mission, as determined after the deduction of reasonable and justifiable costs. These costs include, but are not limited to, expenses related to the acquisition of the recruitment mission, any allocated fixed operational costs, and compensation to the business development partner who introduces the client or brings the mission to the Cross Path platform. The precise amount of the Total Bounty shall be as specified on the corresponding mission page on the Cross Path platform. The Total Bounty serves as the basis for calculating the portion of the bounty attributable to the Partner, depending on the role or roles the Partner has taken in the completion of the recruitment mission, including but not limited to recruiter, Customer Success Manager (CSM), or co-CSM.

1. Areas of Cooperation

1.1 Execution of Recruitment Missions as Recruiter

• Cross Path shall be responsible for expanding its network of clients who use its recruitment services (hereinafter referred to as "Employers"), whose recruitment needs are published on the Cross Path platform.
• The Partner shall register as a headhunting entity on the Cross Path platform and, through this platform, recommend candidates ("Candidates") and provide headhunting services to Employers via Cross Path. These services include, but are not limited to:
  • Providing candidate reports
  • Candidate assessments
  • Onboarding assistance
  • Background checks
  • Tracking of candidate guarantee periods
  • Other services required by Employers
• The percentage of the Total Bounty allocated as commission will be determined by the party who brings the employer or mission to the platform—whether that is another recruiter working with Cross Path or Cross Path itself. The exact calculation and payment conditions of the commission will be displayed on the Cross Path platform for each mission.
• The Partner may select missions at its discretion from those available on the Cross Path platform.

1.2 Business Development

• The Partner may share its own employers' recruitment needs with Cross Path, allowing Cross Path or headhunters on the Cross Path platform to fulfill those needs.
• The Partner shall use Cross Path’s templates to post employer recruitment needs on the platform.
• If the Partner has already signed a service agreement with the employer, it must provide documentation proving the service relationship. Upon Cross Path's request—and to ensure efficient mission completion—the Partner may agree to permit Cross Path or its headhunters to contact the employer directly. Alternatively, the Partner may choose to keep the employer anonymous and act as an intermediary between Cross Path and the employer.
• In consultation with Cross Path, the Partner may determine the portion of the total fee received from the Employer to be allocated as the Total Bounty for each mission it brings to Cross Path, as well as the percentage of that Total Bounty to be allocated to the recruiter.
• Any adjustments made to the Total Bounty or the recruiter's portion may only result in an increase and may not decrease the originally stipulated amounts.

1.3 Management of Recruitment Missions as CSM or Co-CSM

• The Partner may act as a Customer Success Manager (CSM) or co-CSM for Cross Path’s existing recruitment missions on the platform, including those brought in by the Partner through business development.
• The Partner shall receive 20% of the Total Bounty for any recruitment mission successfully completed under the CSM role.
• As a CSM, the Partner’s duties include, but are not limited to:
  • Matching appropriate headhunters to recruitment missions
  • Motivating, managing, and urging headhunters to recommend candidates
  • Screening candidates and sending suitable ones to the employer
  • Ensuring timely employer feedback on candidates and relaying it to headhunters
  • Educating employers, providing market feedback, and negotiating adjustments to recruitment requirements
  • Ensuring the smooth completion of recruitment missions
• If the Partner is unable or unwilling to assume full responsibility for all tasks associated with the CSM role, Cross Path may, upon the Partner's request, designate an additional individual to assist with certain tasks. This individual may be titled “co-CSM” to ensure clarity for the headhunting team. In such cases, the 20% compensation for the CSM role shall be divided between the Partner and the designated individual, with the allocation determined on a case-by-case basis through mutual agreement.

2. Candidate Ownership

• The ownership of each candidate remains with the recommending party.
• Both the Partner and Cross Path agree not to propose candidates to their respective employers without first obtaining prior consent from the other party or reaching an agreement on the compensation to be provided.

3. Confidentiality and Direct Communication

• The Partner is prohibited from contacting Cross Path's headhunters or employers directly without written approval from Cross Path. If the Partner violates this clause, a penalty of €50,000 shall apply, in addition to the potential termination of this Agreement.
• Cross Path shall not be held responsible if a headhunter operating on its platform contacts the Partner’s employers directly after the Partner has introduced them. In such cases, Cross Path commits to banning the offending headhunter from its platform and acknowledges that both Cross Path and the Partner may pursue legal action against the headhunter.

4. Payment Terms and Fee Adjustments

• For all recruitment missions successfully completed on the Cross Path platform, the Partner shall issue invoices to Cross Path strictly in accordance with the payment terms outlined on the mission page.
• Invoices may only be issued following written confirmation from Cross Path that:
  1. The full fee owed by the employer has been received in Cross Path's bank account; and
  2. No portion of the received fee is subject to a claim for reimbursement by the employer under any circumstances (e.g., failure to secure a replacement candidate or the departure of a placed candidate within the guarantee period).
• If Cross Path incurs costs related to debt collection or legal actions to recover the fee from the employer, such costs shall be deducted proportionally from the fee allocated to the Partner, based on the role played by the Partner in the recruitment mission.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom.

6. Term of Agreement

• This Agreement shall become effective on the date of signature and shall remain valid for six (6) months from the signing date.
• The Agreement shall automatically renew every six months unless terminated by either party, who may terminate the Agreement at any time.