Client Terms of Service & Placement Agreement.

1.1. Under Level 1 Services, Hirely shall provide professional talent acquisition and recruitment services, consisting of sourcing, vetting, and presenting a curated shortlist of candidates for requested roles.

1.2. For each approved candidate request, Hirely agrees to present a shortlist of a minimum of five (5) to ten (10) qualified candidates per role, subject to talent market availability and specific job role parameters provided by the Client.

2.1. Concept of Introduction: The services, protections, and fee obligations under this Agreement apply to any candidate/talent introduced, presented, or transmitted to the Client through or by Hirely (an “Introduced Candidate”), regardless of whether the candidate is ultimately placed immediately or initially rejected.

2.2. Expanded Engagement Coverage: Any Introduced Candidate who is retained, seconded, contracted, engaged, placed, or employed by the Client, or by any of its subsidiaries, parents, agents, related entities, or affiliates, within a twelve (12)-month interval from the date of the initial introduction by Hirely shall attract a Placement Fee pursuant to Section 3, irrespective of:

• The employment format (full-time, part-time, temporary, contract, remote, or consultancy/secondment);
• Whether the hiring occurred for the original requested role or a modified, reassigned, restructured, or entirely different job role/title;
• Whether the Client initially rejected, declined, or failed to respond regarding the candidate’s application.

2.3. Mandatory Platform Selection Notification: The Client explicitly agrees to notify Hirely immediately upon selecting an Introduced Candidate. Such notification must be logged directly on the Hirely platform within forty-eight (48) hours of issuing an offer of employment or contract engagement, and in all events prior to the candidate’s official resumption date. Failure to log candidate selection on the platform shall not exempt the Client from fee payment obligations or late payment surcharges under Section 6.

3.1. A Placement Fee shall apply whenever an introduced candidate is engaged or hired as set forth in Section 2.

3.2. The Placement Fee is calculated as six percent (6%) of the candidate’s agreed total annual gross salary (including base salary, guaranteed bonuses, fixed allowances, and monetary compensation).

3.3. The Placement Fee is triggered immediately upon the execution of an employment contract, engagement agreement, or formal acceptance of an offer/engagement by the Introduced Candidate.

4.1. Prohibition of Alternate Channel Bypass: If an introduced Candidate is presented to the Client by Hirely, the Client shall not attempt to contact, negotiate with, or engage that candidate through third-party platforms, professional networks, social media, recruitment agency affiliates, job boards (including but not limited to LinkedIn, Indeed, or internal referral channels), or direct outreach in order to bypass Hirely’s fees.

4.2. Job Title & Role Modification Restrictions: Re-labeling, modifying, expanding, or altering a job description, title, or reporting line shall not exempt the Client from paying the Placement Fee if the individual engaged is an Introduced Candidate within the 12-month interval.

4.3. Prior Contact Exception: If the Client claims prior active engagement with a candidate introduced by Hirely, the Client must notify Hirely in writing within forty-eight (48) hours of receiving the candidate's profile from Hirely, providing clear written evidence of active written communication with the candidate within the preceding thirty (30) days. Failing such notification, the candidate shall be conclusively deemed an introduced Candidate under this Agreement.

4.4. Surcharge for Unauthorized Direct Engagement: In the event the Client breaches Section 4.1 or Section 4.2 by engaging an introduced Candidate through alternate channels or under a modified role without notifying Hirely, the Client shall immediately become liable to pay Hirely the full 6% Placement Fee, plus an additional surcharge equal to 50% of the calculated Placement Fee as liquidated damages and cost recovery.

5.1. Confidentiality of Candidate Records: All resumes, Curriculum Vitae (CVs), portfolios, contact information, and personal data of introduced Candidates transmitted to the Client remain the strictly confidential and proprietary information of Hirely and/or the candidate.

5.2. Prohibition of Third-Party CV Sharing: The Client is strictly prohibited from selling, sharing, forwarding, displaying, transferring, or disclosing an introduced Candidate’s CV or personal details to any third party, external recruitment agency, affiliate, partner, or associate without Hirely’s prior written consent.

5.3. Third-Party Hiring Liability: In the event that the Client breaches Clause 5.2 by sharing an introduced Candidate’s details with a third party who subsequently retains, contracts, or employs the said candidate within the twelve (12)-month coverage window, the Client shall remain jointly and severally liable to Hirely for the payment of the 6% Placement Fee as if the Client had engaged the candidate directly.

5.4. Data Protection Compliance: The Client agrees to process all candidate personal data in strict compliance with the Nigeria Data Protection Act (NDPA) and applicable privacy laws, utilizing candidate data exclusively for evaluating suitability for the specific role requested through Hirely.

6.1. The 6% Placement Fee becomes due and payable immediately upon the candidate’s official resumption date (the first day of active employment, contract start, or engagement).

6.2. All payments shall be remitted to Hirely’s designated corporate bank account without deduction, set off, or withholding.

6.3. Any late payment beyond fourteen (14) days from the resumption date shall accrue interest at the rate of 2% per month (or the maximum allowable rate under applicable law) until paid in full.

7.1. If a candidate placed by Hirely voluntarily resigns or is terminated for cause within ninety (90) calendar days from their official resumption date, the Client shall be eligible for one (1) free candidate replacement for the same role at no additional fee.

7.2. Conditions for Guarantee: The guarantee specified in Clause 7.1 is strictly subject to the following:

• That the Client has paid the Placement Fee in full on or before the due date specified in Section 6.
• The Client logged the initial selection on the Hirely platform pursuant to Section 2.3.
• The termination is not due to redundancy, corporate restructuring, liquidation, or material change in the job description or working conditions originally communicated.
• The Client provides written notification of the candidate's departure to Hirely within seven (7) business days of the resignation or termination notice.

7.3. If Hirely is unable to provide a suitable replacement candidate within forty-five (45) days of notification, Hirely will issue a partial credit note (50% of the Placement Fee) to be applied toward future recruitment placements with the Client within twelve (12) months. Placement Fees are non-refundable.

8.1. No Liability for Candidate Actions: Hirely acts solely as an introductory talent sourcing platform. Hirely does not employ candidates and shall not be liable under any circumstances for any loss, damage, expense, delay, liability, fraud, negligence, dishonesty, misrepresentation, theft, willful misconduct, or failure of performance on the part of any Introduced Candidate or placed candidate.

8.2. Client Due Diligence Obligation: The Client acknowledges that it is solely responsible for conducting its own independent background checks, qualification verifications, reference calls, and medical/security assessments prior to extending an offer.

8.3. Exclusion of Consequential Damages: Hirely, Granger Tech and all Granger Tech Subsidiaries and its officers shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising from the introduction or placement of candidates.

8.4. Financial Liability Cap: Hirely’s total cumulative financial liability to the Client for any claim under this Agreement shall strictly be capped at and limited to the amount of the Placement Fee actually paid by the Client for that specific placement.

8.5. Client Indemnification: The Client agrees to indemnify and hold harmless Hirely and Granger Tech against any third-party claims or liabilities arising directly out of the candidate’s employment or conduct while under the Client's supervision and the contents of this agreement as well as the Hirely HR application.

9.1. This Agreement shall be governed by and construed primarily in accordance with the laws of the Federal Republic of Nigeria and secondarily in accordance with any other jurisdiction parties have agreed to be governed by.

9.2. Any dispute, controversy, or claim arising out of or in connection with this Agreement shall first be resolved through good-faith negotiations between authorized representatives of both parties. Where unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration in accordance with applicable arbitration rules in Nigeria or the jurisdiction agreed upon by parties.

10.1. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemic, war, terrorism, civil unrest, government action, widespread power or telecommunications failure, or failure of national infrastructure, provided it notifies the other promptly and uses reasonable efforts to mitigate. Payment obligations are not excused, but if the event continues for more than 60 days, either party may terminate this agreement on written notice.