Professional Services Agreement

Acceptance of these Terms of Service by the Client is deemed to occur through the introduction or appointment of a Candidate, or upon the signature of this document. Unless explicitly agreed otherwise in writing by Brycehub, these Terms of Service take precedence over any preceding agreements or contracts before the execution of this Agreement. The parties herein agree to the following terms:

1. Provision of Services

a. Brycehub undertakes to introduce Candidates to the Client. In the event that a Candidate introduced by Brycehub is granted an employment contract, the Client shall pay a fee (“Placement Fee”) to Brycehub, calculated as outlined in Clause 3 of this Agreement.

b. A Candidate is considered employed when an official employment letter is signed. Subsequently, Brycehub will issue an invoice to the Client.

2. Candidate Ownership

a. The Placement Fee is payable for any Candidate granted a permanent employment contract resulting from an introduction by Brycehub, whether through direct or indirect involvement. This fee is due within twenty-four (24) months from the introduction date.

b. Regardless of the job title specified in the offer letter or employment contract, all Candidates submitted by Brycehub are considered valid introductions, and a Placement Fee applies upon the signing of the employment agreement.

c. The exception is if the Client is independently interviewing a Candidate without Brycehub’s involvement. The Client agrees to notify Brycehub within three (3) business days with valid supporting evidence. Failure to notify will render the Client liable for the Placement Fee.

d. The Client also agrees to inform Brycehub promptly upon the Candidate’s employment offer or the signing of the employment contract, providing full details of any GAP.

3. Rebate Agreement

a. In the event of employment termination within three (3) months of the introduced Candidate’s employment initiation, Brycehub will provide a replacement at no cost if the Client complies with payment terms. This commitment is void in case of payment defects, and the Client must request a replacement within two (2) weeks of the termination notice. The Client is responsible for additional approved costs.

b. Brycehub is not obliged to provide a replacement if employment termination results from conditions beyond its or the Candidate’s control.

c. The same applies if the candidate rejects the offer of employment.

4. Liabilities

a. Brycehub aims to ensure the suitability of introduced Candidates. However, the Client is responsible for verifying suitability, obtaining permits, and meeting legal requirements. Brycehub’s invoice payment is independent of the Client’s ability to secure legal permission for the Candidate to work.

b. The Client is responsible for obtaining necessary permits and meeting medical requirements for Candidates.

c. The client acknowledges a thorough risk assessment of its site, equipment, and working conditions, confirming the absence of health and safety risks.

d. Brycehub shall not be liable for any direct, indirect, or consequential loss arising from the recruitment, appointment, employment, or retention of any candidate, except for fraudulent misrepresentations or death/personal injury due to its negligence.

5. Confidentiality

a. Confidentiality is maintained for clients and candidates. Communication with introduced candidates must initially be through Brycehub until an offer letter or employment contract is signed.

b. All information obtained during this agreement is confidential and shall not be disclosed to third parties without the Client’s consent. Brycehub ensures its employees adhere to this non-disclosure undertaking and uses confidential information only in connection with services under this Agreement, following Brycehub’s Privacy Policy.

6. Governance

a. No variation of this Agreement shall be valid unless in writing and signed by each party. “Variation” includes any change, supplement, deletion, or replacement.

b. Brycehub will coordinate communication with introduced Candidates until they sign an offer of employment letter or employment contract.

c. This Agreement is governed by the laws of the Sri Lanka International Financial Centre (“SLIFC”), and the parties submit to the exclusive jurisdiction of the DIFC Courts for any contractual or non-contractual disputes.