This is an agreement between Bliss Recruits Ltd (also known as “BlissRecruits”) for the provision of Permanent Driver (each a “Courier”) to the client (“Client”) referred to as Cloudeteer GmbH on the terms and conditions set out herein (the “Agreement”).

 

This Agreement shall apply to all placements by Bliss Recruits of Drivers or others with the Client unless amended by a document signed by both parties in writing. In the event Client wishes to amend any terms of this contract, they may contact the Legal & Compliance team at Bliss Recruits Ltd via the above contact details.

 

Save as aforesaid, the terms of this Agreement shall be binding immediately on the sooner of:

 

1. Every instance on which the Client and Bliss Recruits Ltd agree“Permanent Placement contract” and a“permanent placement order” specifying a precise requirement or job position for which the Client requires Bliss Recruits to provide a Driver or other; of

 

1. Every instance on which, at the Client’s request the Driver commences work on a placement order contract.

 

1. – Services

Bliss Recruits Ltd shall supply Consultant to Client to carry out delivery services (“Services”), which may be further specified in a (“Placement Contract”). For the avoidance of doubt, unless otherwise detailed on a placement contract, the Driver will provide services on a full-time basis as an employee of Cloudeteer.

​

    2 -Fees &Payments

2.1 -For the introduction to a client of a candidate, who is subsequently employed by the client (Cloudeteer) within a period of 12 months from the introduction date; the fees will be charged according to the scale set out below.

 

2.2 -Such employment by the client will entail a chargeable fee according to exhibit A1. This percentage will be calculated from the Driver’s Base salary and other emoluments, bonuses, commissions, and benefits in kind.

 

                                                                                                      Exhibit A1

Country / Region = United Kingdom

Rate = 15 - 20

 

2.3 - Bliss Recruits Ltd will accept payment by way of direct bank transfer only.

 

2.4 -There shall be a 30-day payment term for the full payment of the mentioned percentage; whereby Bliss Recruits will invoice the client (Cloudeteer) on the first day of the consultant starting. This payment will be due 30 days from the date of invoice.

 

2.5 -In the unlikely event of a candidate leaving your employment for any reason, other than redundancy, during the first twelve weeks, Bliss Recruits Ltd will introduce a replacement for no additional costs. In case Bliss Recruits cannot replace the candidate in 4 weeks, Cloudeteer will receive a rebate at the following rates according to Exhibit A2:

 

 

                                                                                                       Exhibit A2

Timeframe & Rebate Percentage

​

First 4 weeks of employment

75%

5 – 8 weeks of employment

50%

9 – 12 weeks of employment

25%

​

1.         The Client paid the Placement Fee within the Payment Terms;

   1.  

   2. The Client complied with clause 3.6 in all material respects; 6

   3. The Client notified the Company in writing within 7 working days of the termination of the Engagement, giving the reasons for such termination;

   4. The Applicant’s position is not redundant or no longer required by the Client; and

   5. The termination was not caused by the insolvency or reorganization of the Client.

2. 7Where clause 2.6 applies, the Company shall have a period of six months to Introduce a suitable alternative Applicant for the same position. If the Company is unable to do so, the Company shall give a Refund to the Client in accordance with Exhibit A2

3. For the purposes of calculating any Refund, the date of termination of the Engagement shall be the last day on which the Applicant is legally employed or engaged by the Client.

4. If the Client receives a Refund and subsequently engages the Applicant again within 12 months, the Client must repay the Refund to the Company without delay.

 

 

 

1. – Driver’’s Status

   1. The client understands that the Driver is either an individual being placed by Bliss Recruitsin order to provide Services to the Client and that the Driver is not an employee of Bliss Recruits Ltd at any stage of the recruitment process.

 

1. The Driver is or shall be deemed to be an employee of Client, once he/she has signed their contract of employment with the Client (Cloudeteer). Bliss Recruits obliges all Drivers to comply with their respective tax or social security obligations. Drivers provide any Services on their own account and shall not be subject to supervision from Bliss Recruits Ltd.

 

 

1. – Confidential Information

   1. During the course of this Agreement and in connection with the purpose of this Agreement, each Party may be given access to information (in hardcopy and/or electronic form or verbally) concerning the other's past, present, and future research, development, business activities, products, services, and driving knowledge, and may be identified by the disclosing Party in writing as confidential or proprietary, or maybe information that could be inferred by a reasonable person as being confidential ("Confidential Information"). In connection therewith, the following shall apply: the Confidential Information of the disclosing Party may be used by the receiving Party only in connection with the activities permitted under this Agreement and in line with the 2018 GDPR Regulations in force across Europe. Each Party agrees to protect the confidentiality of the Confidential Information of the other in the same manner that it protects the confidentiality of its own proprietary and confidential information of a like-kind, but in no event shall either party exercise less than reasonable care in protecting such confidential information.

 

1. Access to the Confidential Information shall be restricted to the Parties personnel and consultants (including such personnel employed by affiliated entities); all Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed upon the first to occur of (i) request by the disclosing Party, unless the receiving Party is otherwise allowed to retain such Confidential Information or (ii) the expiration or termination of this Agreement.

 

1. Nothing in this Agreement shall prohibit or limit either Party's use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodologies) (i) previously known to it without an obligation of confidence, (ii) acquired by it from a third party which is not, to its knowledge, under an obligation of confidence with respect to such information, or (iii) which is or becomes publicly available through no breach of this Agreement; (iv) or is disclosed by way of the legal process.

 

1. If either Party receives a subpoena or other validly issued administrative or judicial process demanding Confidential Information of the other Party, it shall promptly notify the other of such receipt and tender to it the defense of such demand. The Party receiving the subpoena shall thereafter be entitled to comply with such subpoena or other processes to the extent required by Law.

 

1. – Driver Status

   1. Bliss Recruits Ltd hereby provides a limited warranty that the services provided by the Driver will be of a good industry standard in accordance with the requirements set in the relevant Placement Contract. Save for this limited warranty, Bliss Recruits Ltd provides no warranty of any kind, express or implied, including without limitation any implied warranties of merchantability, non - infringement, or fitness for a particular purpose.

 

1. – Limitation of Liability

   1. Neither party will be liable for any lost data, lost profits, business interruption, road accident, damage, or liability stemming from breach of this agreement or any indirect, special, incidental, or consequential damages (including loss of profits) of any kind even if advised of the possibility of such damages by a third party regardless of the form of any claim be that based in tort, contract or otherwise, irrespective of whether the damage was reasonably foreseeable considering the type and nature of the services provided at the time this agreement was concluded.

 

 

1. – Non-Solicitation

   1. During the term of this Agreement and any relevant placement contract and for a period of one year thereafter, neither party shall directly or indirectly engage or employ or solicit the engagement or employment of the other party’s employees or consultants (including the Drivers), whether for their own benefit or for the benefit of others, without the prior written consent of the other party.

 

1. – intellectual-property

   1. Save for any pre-existing third-party intellectual property rights of which Bliss Recruits Ltd may, or may not be aware, upon payment of fees due to Bliss Recruits Ltd, Client shall be granted, and bliss Recruits Ltd hereby confirms the grant of an exclusive, non -transferable, sublicensable license to use all tangible and intangible product specified in the Placement contract.

 

1. No right, title, or interest in or to the products or candidates shall pass from Bliss Recruits Ltd to Client unless and until all monies owed by Client to Bliss Recruits Ltd for all products or candidates ordered by the Client have been paid in full. Until payment has been made, the Client shall hold the products or candidates on a fiduciary basis as Bliss Recruits’ bailee.

 

1. For the avoidance of doubt, Bliss Recruits hereby waives any intellectual property rights in such work that belong to third parties including, but not limited to, copyright, design rights (whether registered or unregistered), Trademarks, and patents whether or not Bliss Recruits is aware of such rights.

 

1. – DataProtection

   1. Both parties are aware of and shall comply with their respective data protection/privacy obligations under this agreement.

 

 

1. – Electronic Communication

   1. The Parties agree and authorize that they may use communication between themselves, including electronic fax and mail will be made electronically ("Electronic Communication"). The Parties accept that such Electronic Communication will contain sensitive commercial, technical and personal data and that it is technically inevitable that such electronic communication and the data it comprises will be routed, processed,storedorhostedoutsideoftheEuropeanUnion.

 

1. Whereas the Parties agree to use appropriate IT systems that are considered to be reasonably up to date fulfilling generally internationally accepted technical standards, they accept that Electronic Communication cannot be guaranteed to be secure, error or corruption-free and that such Electronic Communication may contain viruses, may become lost, corrupted, maybe wrongly delivered or wrongly addressed. In authorizing the use of electronic communication as a valid method of communication between themselves, both parties accept the inherent risks in electronic communication and agree that the parties shall not have any liability to each other, be that in tort, contract, or any other legal theory in the event of damage caused by virtue of electronic communication.

 

1. – Premises

   1. Client warrants that all Client premises, and the premises of its affiliates or its clients where Drivers will undertake Services, conforms with all applicable building law, regulations, and safety requirements, including, but not limited to, fire, safety, hygiene, and asbestos regulations.

 

1. – ForceMajeure

   1. Neither party shall be liable for failure to perform its obligations hereunder due to circumstances outside its reasonable control (including but not limited to, fires, storms, riots, strikes, disease, wars, key individuals not being available to perform the Services through death, illness or departure from the affected Party, floods, civil disturbances, terrorism, Governmental control, restriction or prohibition whether local or national).

 

1. –Termination

   1. This Agreement may be terminated at any time and for any reason by either party giving the other one months’ written notice. Termination of this Agreement shall not affect the validity of a Placement contract that is ongoing at the time of termination. Such placement contact shall continue until completed in accordance with the terms of that contract.

 

1. Not withstanding any other notice period provided for in the respective placement contract, the placement contract may be terminated at any time for material breach by either party, Providing: the non-breaching party has given 10 working days written notice of a breach to the breaching party, specifying in reasonable detail and by writing the nature of the breach; and the breaching party has failed to remedy such breach within that 10 day period.

 

1. On termination, Client shall be entitled to receive Services paid for but not yet received, and Bliss Recruits shall remain entitled to payment of any Services performed.

 

1. –NoWaiver

   1. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

 

1. – Full Agreement

   1. This Agreement including any attachments sets forth the entire understanding between the Parties and supersedes all prior agreements, arrangements, and communications, whether oral or written, with respect to the subject matter hereof. Neither this Agreement nor the terms stated herein may be modified or amended except by the mutual written agreement of the parties.

 

1. – Non Reliance

   1. The client agrees that in entering into this Agreement it has not relied upon any pre-contractual statements, be they made orally or in writing, that relate to the subject matter of this Agreement irrespective of whether such statements were made under the protection of a confidentiality agreement or not. Except in the case of fraud, Client understands and agrees that the only remedy available to it for breach of this Agreement shall be for breach of contract under the terms of this Agreement and it shall have no right of action in tort, contract, or under any other legal theory in respect of any pre-contractual statements.

 

1. – Severability

   1. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

 

1. – Governing Law

   1. This Agreement shall, for all purposes, be governed by and interpreted in accordance with British law and the Parties irrevocably submit to the exclusive jurisdiction of the British courts.

 

1. – Surviving Clauses

   1. All parts of this Agreement that concern warranty, liability, intellectual property, non - solicitation and confidentiality shall survive beyond the end of this Agreement be that by way of termination or expiration.

 

 

 

​

                                                                                                                                                                                                           

Signature                                          

(Bliss Recruits Ltd)                                                                                                                                                                                                       

Name:

Date:

 

Signature 

(Cloudeteer)

Name:

Date: