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1. Definitions

Agent means a recruitment agent or recruitment agency who conducts a business of identifying and submitting candidates to prospective employers.

Confidential Information means the confidential information of KWM, its associated entities and their clients in connection with the Recruitment Services provided under these terms and conditions.

KWM means King & Wood Mallesons in Hong Kong.

Manatal means the Manatal Pte Ltd online application system owned and operated by Manatal Pte Ltd and licensed to KWM.

Recruitment Services means:

(a) market research relevant to any resourcing brief or campaign provided or otherwise made available by KWM, including the interviewing of potential candidates;

(b) the submission of a particular candidate in relation to a particular role (legal or shared services), including via Manatal; and

(c) upon request of KWM, verifying at least two references from previous supervisors of the candidate.

2. Application of terms and conditions

These terms and conditions apply to any Agent who provides the Recruitment Services to KWM, unless KWM agrees otherwise in writing. 

These terms and conditions do not apply to referrals from or submissions by current KWM staff, candidates’ direct application or to partner recruitment.

3. Submission of candidates

3.1 Manatal only 

KWM will only accept candidate submissions made via Manatal, in accordance with clause 7. KWM will not accept a submission made by another means. The relevant date of submission for a candidate by the Agent will be the date the candidate was submitted via Manatal.

3.2 Agency warranties

Any Agent who provides Recruitment Services to KWM represents and warrants that:

(a) they exclusively own the candidate, as required under clause 4.1;

(b) the information it provides KWM in respect of the candidate is true, complete, accurate, up-to-date and verified; and

(c)  it complies with all relevant Privacy Laws, as required under clause 6.2.

The representations and warranties above are provided by the Agent as at the date of submission of the candidate. The Agent must promptly notify KWM in writing if any of the above warranties are breached or become untrue.

3.3 Reference checks

KWM may require the Agent to verify at least two references for a candidate, which must be provided by previous supervisors of the candidate.

3.4 Speculative and unsolicited submissions

Any candidates submitted:

(a) by email to a KWM partner or staff member in relation to an advertised role; or

(b) otherwise on a speculative basis

are unsolicited submissions. No Fee is payable in relation to an unsolicited submission.

3.5 Non-solicitation

Any Agent who submits a successful candidate(s) to KWM must not solicit (ie directly approach) any KWM staff within 6 months of the date of submission. If the Agent breaches this clause, the Agent must refund on demand any Fees paid to it in relation to the successful candidate(s). 

4 Candidate ownership

4.1 Express permission is required

An Agent must not submit a candidate to KWM unless it has express written permission from the candidate to:

(a) represent them in relation to finding employment; and

(b) submit them to KWM in relation to a particular role.

If an Agent has obtained this permission, they will have ownership of the candidate in relation to that particular role with KWM for a period of six (6) months, subject to clause 4.2.

The Agent’s ownership does not extend to the submission of the candidate to any other role with KWM.  However, KWM may, on an exceptions basis, give an Agent a written invitation to re-submit a candidate for another, more appropriate role. If KWM makes such an invitation and the Agent re-submits the candidate for that role within seven (7) calendar days of that invitation, the Agent will maintain ownership of the candidate subject to the other requirements of this clause 4.1.

4.2 Known candidates

If KWM is already aware of a candidate that is submitted by the Agent (for instance, because the candidate was submitted by another Agent or the candidate is KWM alumni):

(a) KWM will notify the Agent that they are a known candidate, as soon as reasonably practical; and

(b) no Fee is payable to the Agent in respect of the candidate.

KWM may, on an exceptions basis, pay the Fee or a reduced Fee where the Agent demonstrates to KWM’s satisfaction that the candidate is fully and exclusively owned by them in relation to the particular role under clause 4.1 and otherwise satisfies these terms and conditions.

4.3 Disputed ownership

KWM will pay a maximum of one Fee for Recruitment Services in relation to each successful candidate.

If multiple Agents claim ownership of a candidate, those Agents must resolve the ownership of the candidate between themselves and advise KWM of the agreed outcome in writing (which may include apportionment of the Fee amongst the Agents).

If it is on notice of such a dispute, KWM is not required to pay any Fee. However KWM may, in its sole discretion, in absence of any agreed outcome and on the basis of the information known to it, pay or not pay the Fee as it considers appropriate, including apportioning the Fee between the Agents.

5  Fee

5.1 Fee eligibility

If a candidate:

(a) is submitted and fully owned by an Agent, in accordance with clauses 3 and 4 above;

(b) is successfully recruited by KWM as a direct result of the Agent's provision of Recruitment Services; and

(c) remains employed by KWM for the duration of any probation period required under their employment contract,

the Agent will be eligible for the applicable fee agreed with the recruitment team of the Hong Kong office.

5.2 Timing of payment of the Fee

The Fee for the Recruitment Services will be payable by KWM to the eligible Agent:

(a) against a valid invoice, together with any supporting information or documentation that KWM reasonably requires; and

(b) within the time periods set out in the relevant Schedule.

5.3 Guarantee and refund

If a successful candidate does not remain employed by KWM for the duration of any probation period required under their employment contract:

(a) KWM will promptly notify the eligible Agent in writing;

(b) the eligible Agent will refund the Fee in full (or any portion of the Fee already paid by KWM) by Electronic Funds Transfer within thirty (30) days of KWM’s notification under the above clause 5.3(a) regarding the Recruitment Services provided in relation to the candidate; and

(c) no further amounts will be payable by KWM to the Agent in relation to that candidate.

No refund is payable where the relevant role is made redundant by KWM.

5.4 No additional costs

KWM will not pay or reimburse an Agent for any ancillary service or cost (including advertising), unless the Agent has obtained KWM’s prior express written approval.

6 Confidentiality and privacy

6.1 Confidential information

Agents may become aware of confidential information of KWM, its associated entities and their clients in connection with the Recruitment Services provided under these terms and conditions (Confidential Information).

Each time an Agent submits a candidate it agrees it must:

(a) maintain the confidential nature of the Confidential Information, including but not limited to, any Fee that may be paid to the Agent;

(b) not use, disclose, reproduce or retain any of the Confidential Information except as required for the performance of the Recruitment Services to KWM or as required by law;

(c) immediately notify KWM of any potential, suspected or actual unauthorised use, disclosure or retention of the Confidential Information; and

(d) ensure that each of its employees and representatives is made fully aware of and complies with the obligations contained in this clause.

6.2 Privacy

An Agent must comply with all relevant privacy protection laws relating to the Recruitment Services, including without limitation Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kongand any other legislation, principles, industry bodes and policies by which it is bound (Privacy Laws) relating to the collection, use, disclosure, storage, offshore transfer or granting of access rights to personal information.

By submitting a candidate, any Agent agrees that it will not do anything with personal information that may cause KWM to breach its obligations under any Privacy Laws.

6.3  KWM’s handling of candidate information

KWM agrees to treat all candidate information submitted to it confidentially and in compliance with relevant Privacy Laws. Candidate information may be stored by KWM electronically or in hard copy in a secure environment and may be disclosed amongst KWM and its associated entities. Further information can be found in KWM's Privacy Statement for Prospective Employees .

6.4 No announcements or advertising

An Agent must not announce or advertise in any way its arrangements with KWM, or use KWM as a reference point in any written solicitation to be engaged to provide services to any person or refer to the fact that KWM is a customer, except where necessary for the provision of Recruitment Services to KWM, if required by law or if KWM has provided its prior written consent.

7 Submission through Manatal

7.1 Manatal access

KWM may, in its sole discretion, grant Manatal access to an Agent to allow them to submit candidates' details to KWM (the Purpose), provided that the Agent agrees to these terms and conditions. 

7.2 Additional terms

If an Agent is granted access to Manatal, it:

(a) must not use or access Manatal using those login details for anything other than the Purpose;

(b) acknowledges that Manatal constitutes valuable and proprietary information, know-how, methodology and technology of Manatal Pte Ltd and that login access to Manatal does not grant the Agent or any other person any licence or other right in relation to that information, know- how, methodology or technology;

(c) must exercise reasonable care to ensure that the security of its access to Manatal is not compromised and immediately notify KWM if it becomes aware that the security of its access to Manatal has been compromised, or there is a substantial risk of compromise;

(d) must not enter or upload any data into Manatal, or otherwise use or access Manatal, in a manner which may breach or infringe a third party’s rights, including their intellectual property rights, and

(e) must not take action against KWM, its associated entities and their officers, employees, consultants and agents from and in relation to any claim or liability arising directly or indirectly from or in relation to its use of Manatal.

8 General

8.1 Governing law

These terms and conditions are governed by the laws of the Hong Kong Special Administrative Region.

8.2 Variation of these Terms and Conditions

Without waiving, limiting or excluding any other right or remedy it may have, KWM reserves the right to terminate these terms and conditions or vary any provision at any time. Any termination of these terms and conditions does not affect the rights and obligations of any person which have accrued as at the date of the relevant termination or variation.