Last Updated: 27-01-2025

This Master Service Agreement (“Agreement”) is entered into by and between Score Agents, an Israeli corporation with a principal business address at Tel Aviv  (“Service Provider,” “we,” “us,” or “Company”), and [Employer Name], a [State/Country of Incorporation/Form] with a principal business address at [Address] (“Employer,” “Client,” or “you”).

1. Purpose and Scope

1.1 Background

The Service Provider offers AI-based and human-assisted recruitment services, including but not limited to candidate sourcing, screening, job advertisement campaigns on social media, and optional full-cycle recruiting support. The Employer wishes to engage the Service Provider to assist in filling one or more vacant positions (“Services”).

1.2 Entire Agreement

This Agreement sets forth the entire understanding between the parties related to the Services and supersedes all prior negotiations or understandings, whether written or oral.

2. Definitions

2.1 “Candidate”: Any individual referred, introduced, or presented to the Employer by the Service Provider.

2.2 “Placement”: The hiring of a Candidate (or the engagement of such a Candidate in any capacity) by the Employer as a result of the Services.

2.3 “AI Tools”: Any artificial intelligence-driven software or system used by the Service Provider to identify, attract, screen, or communicate with potential Candidates.

2.4 “Confidential Information”: All non-public, proprietary or otherwise confidential information disclosed by either party to the other in connection with this Agreement.

3. Services Provided

3.1 Recruitment Campaign

• Social Media Advertising: The Service Provider will create and manage targeted ad campaigns on platforms such as LinkedIn, Facebook, Instagram, etc.
• AI Candidate Screening: The Service Provider will use AI Tools to screen and rank potential candidates based on Employer’s job description and criteria.
• Human Review: Trained recruiters will validate AI matches, conduct preliminary interviews (where agreed), and forward suitable candidates to the Employer.

3.2 Additional Services

At the Employer’s request, the Service Provider may provide additional recruitment-related services, such as background checks, reference verifications, or advanced pre-hire assessments, subject to additional fees agreed upon in writing.

4. Fees and Payment

4.1 Engagement Fee / Deposit

The Employer agrees to pay a non-refundable engagement fee or deposit of 160 USD , if applicable, to cover initial advertisement costs and campaign set-up. The specific terms regarding refunds or rollovers of such fees shall be agreed in writing.

4.2 Success Fee / Placement Fee

• Calculation: If the Employer hires a Candidate within 12 months  of the Candidate’s introduction by the Service Provider, the Employer shall pay a fee of 50% of the Candidate’s first-month gross salary or annual base salary (depending on the pricing model).
• Payment Due: The Employer shall pay the Success Fee within [14] days of the Candidate’s start date or receipt of the invoice, whichever comes first.
• Credit for Engagement Fee: If applicable, the Employer’s paid engagement fee/deposit shall be credited towards the Success Fee.

4.3 Invoices and Late Payments

• All fees and charges will be invoiced to the Employer upon the relevant trigger (e.g., Candidate’s start date).
• Payment is due as indicated on the invoice. Overdue amounts may be subject to late fees or interest as permitted by law.

5. Replacement Guarantee / Warranty

5.1 Replacement Period

If a Candidate hired by the Employer resigns or is terminated for cause within [45] days from the start date, the Service Provider will endeavor to find a replacement Candidate at no additional Success Fee.

5.2 Conditions

• The Employer must notify the Service Provider in writing within [7] days of the Candidate’s departure.
• The replacement guarantee is void if the Employer fails to pay invoices on time or significantly changes the job responsibilities or compensation without notifying the Service Provider.

6. Employer Obligations

6.1 Provision of Information

The Employer shall provide clear, accurate, and complete job descriptions, candidate criteria, salary ranges, and any other relevant information needed for effective recruitment.

6.2 Compliance with Laws

The Employer is solely responsible for ensuring compliance with all applicable employment, labor, and anti-discrimination laws when hiring Candidates. The Service Provider does not assume liability for the Employer’s hiring decisions or employment practices.

6.3 Notification of Placement

The Employer agrees to promptly inform the Service Provider if a Candidate introduced by the Service Provider is hired or engaged in any capacity.

7. Confidentiality and Data Protection

7.1 Confidential Information

Both parties agree to maintain the confidentiality of the other party’s Confidential Information and to use it solely for the purpose of fulfilling obligations under this Agreement.

7.2 Personal Data

• GDPR / CCPA Compliance: The Employer and the Service Provider shall each comply with applicable data protection laws, including GDPR and CCPA, as relevant.
• Data Sharing: Any personal data of Candidates shared with the Employer is for recruitment purposes only. The Employer agrees not to use such data beyond the scope of hiring or to retain it longer than necessary.

8. Intellectual Property

All AI Tools, methodologies, or software used by the Service Provider remain the exclusive property of the Service Provider. No license or ownership transfer is implied by this Agreement unless explicitly stated.

9. Liability and Indemnification

9.1 Limited Liability

To the maximum extent permitted by law, neither party will be liable for special, incidental, indirect, or consequential damages, including loss of profits or business interruption, even if advised of such damages.

9.2 Cap on Damages

In any event, the Service Provider’s total liability under this Agreement (excluding indemnification obligations) shall not exceed the total fees paid by the Employer in the 12 months preceding the claim.

9.3 Indemnification

The Employer agrees to indemnify and hold harmless the Service Provider from any claims, damages, or expenses arising from the Employer’s breach of law or misuse of candidate data. The Service Provider agrees to indemnify and hold harmless the Employer against third-party claims that the Service Provider’s AI Tools infringe intellectual property rights, provided the Employer’s use of such Tools is within the scope of this Agreement.

10. Term and Termination

10.1 Term

This Agreement is effective upon signature by both parties and continues until terminated as provided herein.

10.2 Termination

• For Convenience: Either party may terminate this Agreement upon [30] days’ written notice.
• For Breach: Either party may terminate immediately if the other party breaches a material provision and fails to cure within [14] days of receiving written notice.

10.3 Effect of Termination

Termination shall not affect the Employer’s obligation to pay any fees for Candidates introduced prior to termination, if those Candidates are subsequently hired. Any Confidential Information must be returned or destroyed upon request.

11. Dispute Resolution and Governing Law

11.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [Applicable Jurisdiction: e.g., the State of New York, or England and Wales], without regard to conflict of law principles.

11.2 Dispute Resolution

• Negotiation: The parties shall attempt in good faith to resolve any dispute through informal negotiation before initiating any legal action.
• Arbitration / Courts: If the dispute cannot be resolved by negotiation, the parties agree to arbitration in  Dublin, Ireland, or exclusive jurisdiction in the courts of Dublin, Ireland.

12. Miscellaneous

12.1 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or any fiduciary relationship between the parties.

12.2 Force Majeure

Neither party shall be liable for delays or failure to perform if caused by events beyond its reasonable control (e.g., natural disasters, acts of government, internet outages).

12.3 No Waiver

No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or condition.

12.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.5 Notices

All notices shall be in writing and delivered to the addresses set forth in this Agreement or such other address as either party may specify in writing.

13. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.

• [Service Provider / Company]
  
  
• • Name: ____________________
  • Title: _____________________
  • Signature: _________________
  • Date: ______________________
• [Employer / Client]
  
  
• • Name: ____________________
  • Title: _____________________
  • Signature: _________________
  • Date: ______________________