Client Recruitment Policy & Agreement

1 Introduction

This Client Recruitment Policy ("Agreement") governs the terms under which Fogs Consultants ("Consultant") provides recruitment and talent acquisition services to the Client ("Employer").

By engaging Fogs Consultants — whether verbally, in writing, or through the submission of a job requirement — the Client agrees to all terms outlined in this Agreement.

2 Scope of Services

Fogs Consultants shall provide the following recruitment services, subject to the agreed engagement model:

• Talent sourcing and headhunting — active and passive candidate identification
• Resume screening and shortlisting — filtering profiles against the Client's requirements
• Interview coordination — scheduling and facilitating interview rounds
• Offer negotiation support — assisting with compensation alignment and offer management
• Recruitment lifecycle management — end-to-end oversight from mandate to joining

The precise scope of services may vary depending on the engagement model agreed upon in writing.

3 Engagement Model

The Client and Fogs Consultants shall agree on one of the following engagement structures prior to commencement of services:

• Exclusive Recruitment — Fogs Consultants is the sole designated hiring partner for the specified role(s). The Client agrees not to engage other recruitment vendors for the same positions during this period.
• Non-Exclusive Recruitment — The Client may engage multiple recruitment vendors simultaneously. Fogs Consultants will operate in a competitive environment.

4 Client Obligations

To enable an effective recruitment partnership, the Client agrees to:

• Provide accurate and complete job details, including:
  • Detailed role description and key responsibilities
  • Compensation structure (fixed, variable, and benefits)
  • Work location and working conditions (on-site / hybrid / remote)
• Provide timely feedback within 2–3 working days of candidate submission or completion of an interview round
• Ensure professional and fair interview practices in alignment with applicable employment laws
• Notify Fogs Consultants immediately upon:
  • Candidate selection and offer intent
  • Release of a formal offer letter
  • Candidate rejection at any stage

5 Candidate Ownership & Duplicate Profiles

All candidates formally submitted by Fogs Consultants to the Client are considered the intellectual property of Fogs Consultants for the purposes of fee calculation and ownership attribution.

In the event that a submitted candidate already exists in the Client's internal database or is known to the Client through prior contact:

• The Client must notify Fogs Consultants within 2 working days of receiving the candidate's profile
• Failure to notify within this window will result in the candidate being treated as exclusively sourced by Fogs Consultants, and the standard placement fee will apply

6 Recruitment Fees & Payment Terms

All fees shall be mutually agreed prior to the commencement of engagement, either as a percentage of the candidate's annual CTC or as a fixed placement fee as documented in the engagement letter.

Payment Timeline

• Payment is due within 7–15 days from the candidate's date of joining, unless otherwise agreed in writing

Taxation

• All fees are exclusive of GST
• Applicable Goods and Services Tax will be charged in addition, as per Indian law

Late Payment

• Delayed payments beyond the agreed timeline may result in suspension of active recruitment services and / or initiation of legal recovery proceedings

7 Replacement Guarantee

Fogs Consultants offers a one-time free replacement within a period of 30–90 days from the candidate's joining date (as agreed in the engagement letter), in the following circumstances:

• The candidate resigns voluntarily within the guarantee period
• The candidate is terminated due to performance issues directly related to role suitability

Conditions for Replacement Eligibility

• Full payment of the placement fee must be completed before a replacement search commences
• The replacement guarantee does not apply in cases of:
  • Role changes or restructuring after the candidate's joining
  • Organisational restructuring, layoffs, or budget-driven exits
  • Delayed onboarding beyond the agreed joining timeline

8 Offer Drop / Backout Clause

In the event a candidate backs out after formally accepting the Client's offer, Fogs Consultants will initiate a replacement search as a goodwill gesture, subject to the replacement conditions in Section 7.

9 Interview Scheduling & Cancellation

The Client agrees to:

• Provide reasonable availability and panel access for scheduling candidate interviews in a timely manner
• Communicate any cancellation or rescheduling at least 24 hours in advance

Repeated last-minute cancellations without adequate notice may result in the affected role being deprioritised or a revised service arrangement being proposed by Fogs Consultants.

10 Hiring Timeline

The Client agrees to complete the hiring process within a reasonable timeframe, ideally 30–45 days from mandate confirmation to offer release.

Extended or indefinite delays beyond this period may require re-initiation of the recruitment process, which may include updated candidate sourcing and revised timelines.

11 Background Verification

Final pre-employment background verification — including but not limited to employment history, educational credentials, criminal records, and reference checks — is the sole responsibility of the Client.

Fogs Consultants performs reasonable due diligence during the screening process but shall not be liable for any undisclosed, misrepresented, or subsequently discovered information about a candidate post-placement.

12 Non-Solicitation

The Client agrees that, for a period of 12 months from the date of first introduction by Fogs Consultants, it shall not directly hire, engage, or contract:

• Any candidate introduced by Fogs Consultants outside the terms of this Agreement
• Any employee, associate, or consultant of Fogs Consultants without prior written consent

13 Confidentiality

Both Fogs Consultants and the Client agree to maintain strict confidentiality with respect to all information exchanged during the course of this Agreement, including:

• Candidate information — CV, contact details, salary expectations, and career history
• Business strategies — hiring plans, growth roadmaps, and organisational details
• Compensation details — internal salary bands, incentive structures, and offer terms

Neither party shall disclose confidential information to any third party without the prior written consent of the other, except as required by law.

14 Data Protection

Candidate personal data shared by Fogs Consultants with the Client is provided solely for the purpose of evaluating suitability for the specific role for which the candidate was submitted.

The Client agrees to:

• Handle all candidate data in strict compliance with applicable Indian privacy laws, including the Digital Personal Data Protection Act, 2023
• Not use candidate data for any purpose other than the specific recruitment process
• Securely delete candidate data of unsuccessful applicants upon conclusion of the process

15 Indemnity

The Client agrees to indemnify and hold harmless Fogs Consultants against any claims, losses, damages, costs, or legal proceedings arising from:

• Misuse of candidate data beyond the scope agreed in this Agreement
• Legal claims arising from hiring decisions made by the Client, including wrongful offers, discriminatory practices, or contractual disputes with candidates
• Any third-party claims resulting from the Client's breach of this Agreement

16 Limitation of Liability

Fogs Consultants acts as a recruitment facilitator and does not assume responsibility beyond the placement of suitable candidates. Fogs Consultants shall not be held liable for:

• Candidate performance post-hiring — including productivity, retention, or fitness for the role
• Misrepresentation by candidates — including false qualifications, experience, or credentials
• Indirect or consequential damages — including loss of business, opportunity, revenue, or reputation arising from a placement

17 Force Majeure

Fogs Consultants shall not be held liable for delays, disruptions, or non-performance of services caused by circumstances beyond its reasonable control, including:

• Natural disasters, floods, earthquakes, or acts of God
• Government restrictions, regulatory changes, or national emergencies
• Pandemics, epidemics, or public health crises
• Any other unforeseen and uncontrollable external events

18 Termination

Either party may terminate this Agreement by providing 7–15 days' written notice to the other party.

Upon termination:

• All pending invoices and placement fees remain due and payable in full
• Confidentiality obligations (Section 13) and non-solicitation obligations (Section 12) shall survive termination
• Any candidates already in the final stages of a hiring process at the time of termination shall be subject to the fees agreed under this Agreement

19 Communication Validity

Communication conducted via Email, WhatsApp, or written format shall be considered official, binding, and admissible for the purposes of this Agreement, including instructions, approvals, and notifications.

20 Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising from this Agreement shall fall under the exclusive jurisdiction of the courts of Ernakulam, Kerala.

21 Amendments

Fogs Consultants reserves the right to modify or update this Agreement at any time. Any material changes will be communicated to active clients in writing via email or official notice. Continued engagement after notification of changes constitutes acceptance of the revised terms.