HowBe Talent Placement Terms of Service

1. What we do and what we are not

HowBe Talent identifies, interviews, and introduces candidates for roles you are hiring for. You run your own interview process, you make your own hiring decision, and you extend your own offer.

We are a placement service, not a staffing agency and not an employer of record. Any candidate you hire is your employee on your payroll under your terms. We do not employ, pay, supervise, or direct the work of placed candidates, and we charge no markup on their hours.

2. Fees

Our fee is paid by you, the Client. Candidates are never charged a fee of any kind.

• Intern Placement: a flat fee per intern who starts, beginning at $1,200.
• Intern to Full-Time: 15% of the candidate's first-year base salary, due on conversion to a full-time role, less any engagement fee already paid.
• Volume: a tiered rate agreed in writing for engagements of three or more roles.

The exact fee for each search is confirmed to you in writing before we send you any candidate. We will not send candidate names until you have accepted the fee for that search.

3. When the fee becomes due

The fee becomes due on the earlier of:

• the candidate's first day of work, or
• thirty (30) calendar days after the candidate accepts your offer.

Invoices are payable net thirty (30) days from the date the fee becomes due. Undisputed amounts unpaid after that date accrue interest at 1.5% per month, or the maximum permitted by law if lower.

If you never hire anyone we introduce, you owe us nothing. There is no retainer, no subscription, and no fee for a search that does not produce a hire.

4. Introduced candidates

A candidate is "introduced" when we send you that person's name, resume, or profile.

If you or any affiliate of yours hires or otherwise engages an introduced candidate within twelve (12) months of introduction, the fee is due. This applies regardless of the role the candidate is hired into, whether it is the role originally searched for, the channel through which the hire happened, and whether the candidate was hired as an employee, a contractor, or an intern.

You agree not to forward an introduced candidate's information to any third party without our written consent. If you do and that third party hires the candidate within twelve (12) months, the fee is due from you.

5. Candidates you already knew

If we introduce a candidate who is already in your active hiring process, tell us in writing within three (3) business days of the introduction and include dated evidence, such as an applicant tracking system record or prior correspondence with the candidate.

If you do, that candidate is excluded from these terms at no cost to you. If we do not hear from you in that window, the candidate is treated as introduced by us.

6. Telling us what happened

You agree to notify us within five (5) business days of extending an offer to an introduced candidate, and to tell us the agreed start date and, for conversion placements, the first-year base salary.

We also stay in contact with candidates through onboarding, so this is a formality rather than our only source of information.

7. Replacement guarantee

If a placement ends for any reason within the guarantee window, we will run the search again and place a replacement at no additional fee.

• Intern Placement: thirty (30) calendar days from the first day of work.
• Intern to Full-Time: ninety (90) calendar days from the first day of work.

The guarantee is a replacement, not a refund, and it does not delay or reduce payment of the original invoice. To use it, your account must be paid current and you must notify us within ten (10) business days of the placement ending. The guarantee provides one replacement per original placement, and the replacement carries the remainder of the original guarantee window.

The guarantee does not apply if the role is eliminated, materially changed from what was agreed, or if the placement ends because of a layoff, a business closure, or a failure to pay the candidate as agreed.

8. What "vetted" means

Every candidate we send you has been interviewed by someone at HowBe Talent who works in the relevant field, and we have reviewed their work. We share our honest assessment, including where we think a candidate is weak.

We do not perform background checks, criminal history checks, credit checks, drug testing, or formal employment and education verification, and we make no representation about any candidate's record. Those are consumer reports under the federal Fair Credit Reporting Act and must be run by a licensed consumer reporting agency at your direction, normally after a conditional offer. You are responsible for any such checks and for complying with the Fair Credit Reporting Act and applicable fair chance and ban-the-box laws. We are glad to coordinate with the provider you choose.

You remain responsible for your own hiring decision, for verifying work authorization and completing Form I-9, and for confirming that a candidate meets any licensing or certification requirement for the role.

9. Equal opportunity

We source, screen, and refer candidates without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, veteran status, or any other characteristic protected by law.

We will not accept, act on, or screen against any instruction to prefer or exclude candidates on the basis of a protected characteristic. Making such a request is grounds for us to end the engagement immediately, and any fee already earned remains due.

10. Candidate information and confidentiality

Candidate information we send you is confidential. Use it only to evaluate that candidate for the role in question. Do not publish it, sell it, or share it outside your organization without our written consent.

We treat your role requirements, compensation ranges, and hiring plans as confidential in the same way. Either party may disclose the existence of the relationship unless the other objects in writing.

11. Ending an engagement

Either party may end a search at any time by written notice, with no penalty and no fee for an incomplete search. Sections 3, 4, 5, 7, 10, and 12 survive the end of an engagement, and any fee already earned remains payable.

12. Liability

We are not the employer of any placed candidate and are not responsible for a candidate's acts, omissions, or job performance, or for your employment decisions.

To the maximum extent permitted by law, our total liability arising out of any placement is limited to the fee actually paid to us for that placement, and neither party is liable for indirect, incidental, or consequential damages. Nothing in this section limits liability that cannot be limited by law.

13. General

These terms are governed by the laws of the State of California, without regard to conflict of law rules, and the parties consent to venue in Alameda County, California.

These terms, together with the written engagement confirmation for a given search, are the entire agreement between us on the subject and supersede any prior discussion. If any provision is held unenforceable, the rest stays in effect. We may update these terms, and the version in effect on the date you accept an engagement governs that engagement.

Neither party may assign these terms without the other's written consent, except to a successor in a merger or a sale of substantially all assets.

14. Acceptance

You accept these terms by any of the following: replying in the affirmative to our engagement email, signing below, or instructing us to begin a search after receiving these terms.