FAUVE & ASSOCIÉS INC.
CONDITIONS GÉNÉRALES DE VENTE ET DE PRESTATIONS DE SERVICES – RECRUTEMENT ET SÉLECTION

ARTICLE 1 – SCOPE OF APPLICATION

In accordance with the Civil Code of Quebec, these General Terms and Conditions of Service (hereinafter referred to as the “GTC”) form the basis of the commercial relationship between Fauve & Associates Inc. (hereinafter referred to as the “Service Provider” or “FAUVE”) and its professional clients (hereinafter referred to as the “Client”) within the framework of the sale of services (hereinafter referred to as the “Missions”). The aforementioned entities are hereinafter individually referred to as a “Party” and collectively as the “Parties.” Any Mission entrusted by the Client to the Service Provider implies full and complete acceptance of these GTC, which shall apply without restriction or reservation, regardless of any clauses that may appear on the Client’s documents, including its general terms and conditions of purchase. The Service Provider reserves the right to deviate from certain clauses of these GTC by establishing specific contractual stipulations, which may notably appear in the service contract (hereinafter the “Contract”) signed with the Client, detailing the Service Provider’s missions and containing, where applicable, specific conditions pertaining to the assigned mission.

The Service Provider acts in the execution of the Contract in its own name and on its own behalf, independently, as a service provider. Consequently, it is not authorized to represent the Client in the context of the steps it takes. The contractual documents include: these GTC; the Contract and its appendices, of which the GTC will form an integral part. The Client acknowledges that, prior to any order, it has benefited from sufficient information and advice from the Service Provider, enabling it to ensure the suitability of the service offer to its needs.

ARTICLE. 2 – NATURE OF THE MISSIONS

The Service Provider assists its Clients in recruitment through direct approach, digital recruitment, recruitment by advertisement, final-phase evaluation of recruitment, and integration follow-up with the recruited candidate and the client.

ARTICLE 3 - ENGAGEMENT

3.1 – Exclusivity

The Missions under this Contract are entrusted to the Service Provider on an exclusive basis. The Client undertakes not to entrust all or part of the execution of any of the Missions to a third party or to carry out all or part of any of them by itself.

3.2 – Non-Solicitation

Fauve agrees not to solicit within the Client’s geographical area at the time and date of signing the Statement of Work (SOW) for a period of one year. This restriction may extend strictly to the geographical area in which the Client operates its commercial activities.

ARTICLE 4 – OBLIGATIONS OF THE PARTIES

4.1 – Obligations of the Service Provider

The Service Provider undertakes to provide the Client with all means, advice, and information at its disposal to successfully complete the Mission. It will exercise due diligence in its mission, complying with professional practices and respecting applicable regulations. The execution time set in the Contract does not constitute a strict deadline, and the Service Provider cannot be held liable to the Client in case of delay in the completion of the Mission.

4.2 – Obligations of the Client

The Client undertakes to provide the Service Provider with all information necessary for the execution of the Mission, to keep it informed of any possible changes, and to provide all reasonable assistance to enable it to carry out the Mission under the best possible conditions.

ARTICLE 5 – CONDITIONS FOR EXECUTION OF THE MISSION

5.1

Upon signing the Contract, each Party designates a mission manager whose contact details will be communicated to the other Party. All communication, preferably conducted in writing (emails), must be exchanged between the mission managers. The Service Provider may change the mission manager for reasons specific to it, while ensuring to preserve the Client’s interests and satisfaction. The Contract must be executed by the Parties in perfect good faith. The Contract preserves the independence of the Parties and does not generate any subordination link between them.

5.2

The Client transmits to the Service Provider all information in its possession, including any internal or external application that may correspond to the profile sought within the framework of the Missions. The Client undertakes to provide the Service Provider with all useful and necessary details for the description of the position it seeks to fill.

5.3

The Client is solely responsible for its choices and must, after recruiting the candidate, comply with its legal obligations such as obtaining work permits and/or work authorization for the candidate, conducting a medical examination, as well as other requirements, aptitudes, or authorizations, medical or otherwise, required by law.

ARTICLE 6 – FINANCIAL CONDITIONS

6.1 – Fees

The financial conditions for carrying out the Mission are detailed in the Contract, which specifies the nature and details of the Mission; the cost excluding taxes of the Missions performed. Any modification of the Missions requested by the Client may result in a price revision and will then be the subject of an amendment signed by the Parties. Under no circumstances may the Client renegotiate the cost of the Mission downwards after signing the Contract. All fees and expenses are subject to GST (Goods and Services Tax) and QST (Quebec Sales Tax). The fixed fees concern only the recruitment of persons corresponding to the positions defined in the Contract. If the candidate recruited at the end of the execution of the Missions happens to be a person whose application was transmitted by the Client, the latter may not claim any reduction of the fees set in the Contract.

6.2 – Additional Recruitments

In the event that the initial search leads to other recruitments within twelve (12) months following the date of signing the Contract, the fees due to the Service Provider for these additional recruitments will be set at:

100% of the fees for the second hire(s) as fixed in the Contract for each additional recruitment (same position, same location);
100% of the fees fixed in the Contract for each additional recruitment whose job profile differs from that defined in the Contract, notably in terms of function, missions, and location.

Furthermore, the disclosure by the Client to a third party, or a subsidiary not party to the Contract, of details concerning a candidate presented by the Service Provider, resulting in employment with this third party or subsidiary within twelve (12) months following the presentation, will oblige the Client to pay the full fees and charges to the Service Provider as referred to in Articles 6.1, 6.2, 6.3, and 6.4.

6.3 – Expenses and Disbursements

The aforementioned fees do not include:

Any travel expenses outside Quebec, including but not limited to meals, accommodation, transportation, room rentals;
Costs related to purchasing ad space and posting ads on websites or other media selected with the Client, which will be re-invoiced to them.

6.4 – Candidate Travel Expenses

The candidate alone bears the travel expenses corresponding to the first interview conducted by the Service Provider when it is a recruitment by advertisement. For recruitment by direct approach or sourcing, these expenses are borne by the Client. The Client undertakes, in accordance with professional practices, to reimburse travel expenses related to the second interview.

6.5 – Payment Terms

Fees are paid in accordance with the conditions and schedule set in the Contract. Issued invoices are payable within 30 days upon receipt, unless another duration has been specified in the Contract. Any delay in payment will result in the application of late payment penalties, without prior notice, at the rate of 10% per annum calculated daily. The collected interest will be donated by Fauve to a cause supporting a responsible mission. In addition to late interest, in case of a payment delay exceeding fifteen (15) days from the payment due date, the Service Provider may also, by right, apply the provisions below relating to early termination, or suspend all or part of the ongoing Mission under the Contract, without prejudice to any other course of action.

6.6 – Suspension of the Mission

If, due to a fact attributable to the Client, the Mission is suspended for more than three months and incurs a cost for the Service Provider (notably, if a new search becomes necessary due to the withdrawal of the identified candidate(s)), Fauve will invoice restart fees corresponding to 50% of the first payment made.

6.7 – Default of Payment

In the event that a new Mission is entrusted to the Service Provider by the Client while the latter has not paid for the previous Mission, the Service Provider may, without further reason, by right and upon simple notification, without incurring liability, suspend the ongoing Mission(s) with immediate effect until full payment of unpaid sums. Once full payment has been made, the Service Provider may require full advance payment of the suspended Contract(s) to accept or resume execution, without the Client being able to claim any compensation.

ARTICLE 7 – INSURANCE AND LIABILITY

The Service Provider is only bound by an obligation of means. Only damages directly related to the execution of the Mission may engage its liability, which will, in any case, be limited to the amount of fees due under said Mission. The Service Provider’s liability cannot be engaged for an error caused by a lack of information or erroneous information provided by the Client, nor in case of delay caused by the Client that would make it impossible to meet the agreed deadlines. In all cases, the Service Provider’s liability is excluded in case of force majeure. The Service Provider undertakes to insure for the realization of the Mission with a reputedly solvent insurance company. The Client must reciprocally be insured for the consequences of its civil liability towards the Service Provider, its staff, and any subcontractors.

ARTICLE 8 – RECRUITMENT GUARANTEE

If the contract concluded with the candidate is terminated during the guarantee period set in the Contract, the Service Provider undertakes to proceed with a new search for candidates without additional fees, except for expenses and disbursements referred to in Articles 6.3 and 6.4, which will be due again by the Client. The continuation or resumption of a new search under the above guarantee will be subject to the full payment of fees and charges invoiced under the initial Mission and the payment of fees invoiced under this new search. This commitment does not apply notably in the following cases:

Non-compliance with the terms of the Contract by the Client (modification of the position to be filled or the profile of the sought candidate, major change in the geographical and human environment of the Client’s company, acquisition or merger of the Client’s company, unpaid invoices);
Death, accident, or illness of the recruited candidate and/or close family;
Leave without termination of employment or disability;
Additional recruitment as defined in Article 6.1, except when the Client agrees to pay additional fees invoiced for the new search;
If the Service Provider has not been informed beforehand of the difficulties encountered with the candidate, which did not allow it to play its advisory and mediation role to find a favorable outcome.

The guarantee can only be applied once per contract or once per position in the case where a multiple recruitment contract is executed and provided that the client informs Fauve of the departure of the placed candidate within a maximum period of one month after their departure date. Once the deadline has passed, the recruitment must be the subject of a new service offer. Our guarantee is conditional upon the verification of professional, judicial, financial, and academic backgrounds of the hired candidate.

ARTICLE 9 – APTITUDE AND REFERENCE CHECKS

The Service Provider makes its best efforts to ensure that the candidate presented to the Client is able to occupy the proposed position. Reference checks are carried out exclusively by the Service Provider with the express consent of the candidates.

ARTICLE 10 - DURATION

Article 10.1 – Duration of the Contract

The Contract is granted and accepted for a fixed term and takes effect from the date of its signature by each of the Parties. It ends on the date at the end of the contract guarantee, or, where applicable, on the date of early termination.

Article 10.2 – The Search

The search related to the recruitment need specified in the contract ends as soon as the contract’s need is filled, canceled, or suspended. The client’s request to continue the searches when the need stipulated in the contract is filled, canceled, or suspended requires the creation of a new contract and the start of a new search.

ARTICLE 11 – CONSEQUENCES OF TERMINATION

Termination of the contract refers to any interruption of the Contract or any arrival at term, under the conditions provided in Articles 10 and 12 of the GTC. Documents transmitted by the Service Provider to the Client will remain strictly confidential beyond the termination of the Contract, and the Client undertakes to destroy all media and documents sent to it by the Service Provider within the framework of the Mission. The legal obligations and the obligations contained in Articles 13 and 14 of the Contract will remain in effect beyond the termination of the Contract.

ARTICLE 12 – EARLY TERMINATION

Article 12.1 – Non-Performance by the Client of Its Contractual Obligations

The Contract may be terminated by right by the Service Provider to the exclusive fault of the Client and without the Service Provider’s liability being engaged, fifteen (15) days after sending a formal notice by registered letter with acknowledgment of receipt, which remains without effect in the following cases:

Non-performance by the Client of any of its contractual obligations;
Interference by the Client in the Mission entrusted to the Service Provider;
Repeated breach by the Client of our EDI policy (Article 19).

Article 12.2 – Early Termination by the Client

In the event that the Client wishes to terminate early the Mission entrusted to the Service Provider, whatever the cause and independently of any fault of the Service Provider, it undertakes to inform the Service Provider beforehand by a motivated letter sent by registered mail with acknowledgment of receipt, the date of first presentation constituting the date of termination. Any modification of the profile communicated for the execution of the Missions during the Contract, obliging the Service Provider to undertake a new candidate search operation or to modify its search methods, will be assimilated to an early termination of the contract at the Client’s request. The new Mission will then be subject to a new Contract and a proposal of new fees taking into account the changes that have occurred and the work already done.

Article 12.3 – Financial Consequences

In case of Early Termination, as referred to in Articles 12.1 and 12.2 above, the Service Provider’s fees will be due under the following conditions:

Up to 33.34% of the amount set in the Contract, in the event that the termination occurs before the presentation of one or more candidates to the Client;
Up to 66.67% of the amount set in the Contract, in the event that the termination occurs after the presentation of one or more candidates.

Expenses, meanwhile, will remain entirely due.

ARTICLE 13 – INTELLECTUAL PROPERTY

Article 13.1 – Client’s Property Rights

The Service Provider is authorized to use the Client’s trademarks and distinctive signs for the execution of its Mission within the strict framework of the Contract. The right to use these signs is limited to the duration of the Mission’s execution. However, unless otherwise advised by the Client, the Service Provider reserves the possibility of using the corporate name or trademark of the Client for referencing purposes after the termination of the Contract. The Service Provider does not acquire any ownership rights over the Client’s trademarks and distinctive signs, nor over any intellectual or industrial property rights held by the Client.

Article 13.2 – Service Provider’s Property Rights

All documents transmitted by the Service Provider to the Client (notably the candidate file, resumes, mission reporting tables…) are the exclusive property of the Service Provider and are attached to a know-how belonging to it. This information is strictly confidential.

ARTICLE 14 – CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA

Both during the term of the Contract and after its expiration, the Parties shall keep strictly confidential and shall refrain from using technical, legal, financial, economic, commercial information, documentation of any kind that they may have come to know within the framework of executing the Contract (hereinafter the “Confidential Information”). The Parties undertake to use the Confidential Information disclosed to them solely for the purposes of executing the Contract. The Parties undertake that this obligation will be respected under all circumstances by their employees, agents, or any professional working on their behalf. This confidentiality obligation applies after the termination of the Contract for all Confidential Information, as long as they have not fallen into the public domain.

In the context of executing the Missions, the Service Provider may collect personal data. The Service Provider may retain the collected data for a period not exceeding 5 years. These data may be shared with third-party companies (clients, service providers, subcontractors…) strictly for the needs of executing the Mission. The Client has, regarding personal data concerning them, rights of access, rectification, erasure, limitation, portability, and objection, and may revoke consents to processing at any time. The concerned persons may assert their rights directly with the Service Provider by writing to the following address: Lo***@fa***.ca

In accordance with the essential requirement of personal data security, the Service Provider undertakes, within the framework of executing the Missions, to take all useful technical and organizational measures to preserve the security and confidentiality of personal data and in particular to prevent them from being distorted, damaged, lost, misused, corrupted, disclosed, transmitted, and/or communicated to unauthorized persons. Consequently, the Service Provider undertakes to process personal data only for the strict need of its missions.

In case of subcontracting, the Service Provider guarantees compliance by its subcontractors with all its commitments regarding data security and personal data protection.

Under the provisions of Law 25, this personal data has a strictly confidential nature protected by the provisions of this text; any dissemination or use without the prior written authorization of the Service Provider or the concerned persons, and without having completed the required and mandatory formalities for this purpose, is subject to criminal sanctions. Fauve must record in the confidentiality incidents register and notify the Commission d’Accès à l’Information du Québec as well as the concerned persons of any confidentiality incident involving personal information they hold and presenting a risk of serious harm.

ARTICLE 15 – ASSIGNMENT AND SUBCONTRACTINGE

This Contract is concluded intuitu personae with the Client. Unless with the prior written agreement of the Service Provider, the Contract cannot be assigned or transferred to any person or company whatsoever, in whole or in part, directly or indirectly, and in any manner whatsoever, notably by way of merger, contribution, or lease management by the Client. The Service Provider may assign the Contract; it will inform the Client by any means. It may also subcontract the execution of all or part of the Missions. In this case, the Service Provider remains responsible towards the Client for the execution of the Mission by its subcontractor.

ARTICLE 16 – GENERAL PROVISIONS

Article 16.1 – Entire Agreement

The Contract, including these General Conditions and specific conditions as well as appendices, expresses the entire agreements and commitments of the Parties concerning the subject of said Contract. It replaces and cancels any other prior agreement or commitment, written or oral. Any modification of the Contract will be made by a written amendment, approved and signed by the Parties.

Article 16.2 – Severability

The nullity of one of the Contract’s stipulations does not entail its cancellation as a whole. The Parties will endeavor to renegotiate an economically equivalent clause. If the clause declared null should be considered, in the minds of the Parties, as substantial and determining of their consent, and the overall balance of the Contract cannot be preserved, it will be declared null as a whole.

Article 16.3 – Waiver

The fact that one of the Parties, at any time, does not require the execution by the other Party or does not avail itself of any provision of the Contract cannot in any case be interpreted as an express or tacit waiver of its right to require strict performance of the commitments made by the other Party, including its right to terminate the Contract for any violation of the same or different nature.

Article 16.4 – Headings

The headings of the Articles are indicative. They have no impact on the interpretation of the Contract.

ARTICLE 17 – GOVERNING LAW AND JURISDICTION CLAUSE

The Contract is governed in all its provisions by the Civil Code of Quebec.

Any dispute relating to the validity, interpretation, and execution of the Contract shall be under the exclusive jurisdiction of the Court of Quebec or the Superior Court of Quebec.

ARTICLE 18 – ADDRESS AND NOTIFICATION

Any notification between the Parties will be validly made by registered letter with acknowledgment of receipt to the address of their registered office, until notification of another address by one of the Parties to the other. Notifications will be sent by registered letter with acknowledgment of receipt.

ARTICLE 19 – EQUITY, DIVERSITY, AND INCLUSION

Fauve’s social commitment includes its Equity, Diversity, and Inclusion policy. In a context where the Client would have remarks or practices contrary to this policy, Fauve undertakes to initiate a discussion with the Client to raise awareness. Following this discussion, if no solution proposed is deemed reasonable by both parties, Fauve reserves the right to terminate the mandate by means of written notice sent to the other party.

ARTICLE 20 – CHARTER OF HUMAN RIGHTS AND FREEDOMS

Every person has a right to recognition and exercise, in full equality, of human rights and freedoms, without distinction, exclusion, or preference based on race, color, sex, gender identity or expression, pregnancy, sexual orientation, civil status, age except to the extent provided by law, religion, political convictions, language, ethnic or national origin, social condition, disability, or use of any means to palliate this handicap. There is discrimination when such a distinction, exclusion, or preference has the effect of nullifying or impairing this right.

FAUVE & ASSOCIÉS INC. CONDITIONS GÉNÉRALES DE VENTE ET DE PRESTATIONS DE SERVICES – RECRUTEMENT ET SÉLECTION