Recruiting terms

1. Parties and contract structure

These recruiting terms are between TOPUS SOFTWARE SL, operating CTOjobs.co (“CTOjobs”), and the employer identified in an order form (“Employer”). They become binding when the Employer signs or electronically accepts an order form that incorporates them.

The order form sets the role, Success Fee and any agreed variations. If documents conflict, the order form takes priority, followed by these recruiting terms and then the site terms. A purchase order or Employer policy does not modify the agreement unless CTOjobs expressly accepts the change in writing.

2. Definitions

• Affiliate means an entity that controls, is controlled by or is under common control with the Employer.
• Candidate means a person introduced or represented by CTOjobs.
• Introduction occurs when CTOjobs identifies a Candidate to the Employer, supplies information that enables the Employer to identify the Candidate, or arranges direct contact.
• Engagement means employment or any engagement as a director, officer, consultant, contractor, adviser, partner or through a personal service company, whether permanent, fixed-term, part-time or project-based.
• Success Fee means the amount or calculation stated in the order form, plus applicable taxes.

3. Recruiting service

CTOjobs sources, assesses and introduces technology-leadership Candidates for the agreed opportunity. CTOjobs may decide whether a person is suitable to introduce and does not guarantee a minimum number of Candidates, interviews or hires unless the order form expressly says otherwise.

CTOjobs does not employ the Candidate and cannot guarantee statements made by a Candidate, performance after hiring, references, background, immigration status or availability. The Employer remains responsible for its assessment, references, right-to-work checks, regulated-role checks and final decision.

4. Employer responsibilities

The Employer will:

• provide accurate, current and lawful information about the role, compensation, location, reporting line and hiring process;
• appoint an authorised contact and give timely interview feedback;
• run a fair, safe and non-discriminatory process and comply with employment, immigration and data-protection law;
• notify CTOjobs of each interview, offer, acceptance, start, withdrawal and termination relevant to an Introduction; and
• provide reasonable evidence of compensation and engagement terms needed to calculate or verify the Success Fee.

5. Candidate consent and data use

CTOjobs obtains the Candidate's permission before sharing identifiable information with the named Employer. The Employer may use Candidate data only to evaluate and manage the relevant opportunity, may disclose it only to personnel and advisers who need it, and must secure and delete it in accordance with applicable law and the privacy policy.

The Employer must not add a Candidate to unrelated talent pools, market to the Candidate, disclose the profile to another organisation or use it for another purpose without an independent lawful basis and any required permission.

6. Attribution period

If the Employer or an Affiliate enters into an Engagement with a Candidate within 12 months after the latest Introduction or substantive hiring interaction arranged by CTOjobs, the Engagement is attributable to CTOjobs and the Success Fee is due.

Attribution applies regardless of the role title, hiring channel, location, employment status, use of another recruiter, or whether the Engagement is direct or through a third party. Referring the Candidate to an Affiliate or another hiring manager does not avoid the Success Fee.

7. Pre-existing Candidates

A Candidate is pre-existing only if, before the Introduction, the Employer can show a direct, documented and active hiring discussion with that Candidate about a specific opportunity during the previous six months. A historic application, database record, social-media connection, newsletter subscription or unanswered outreach is not enough.

The Employer must notify CTOjobs in writing within five business days after the Introduction and before the first interview arranged following it, supplying reasonable dated evidence. If it does not, the Employer accepts the Introduction as attributable to CTOjobs. The parties will act reasonably where evidence genuinely conflicts.

8. Success Fee and trigger

The amount, percentage or fixed-fee calculation is stated in the order form. Unless the order form says otherwise, the Success Fee is earned when the Candidate first accepts a binding offer or signs an Engagement agreement, whichever occurs first. The Employer must notify CTOjobs within two business days.

Changes to title, duties, start date, compensation, hiring entity or engagement structure do not remove the fee obligation. If the order form calculates the Success Fee by compensation, the calculation uses the final first-year base salary, guaranteed cash, signing payment and guaranteed bonus accepted by the Candidate.

The Success Fee remains due if the Employer withdraws or terminates the Engagement after the trigger. If the Candidate withdraws before starting for reasons not caused by the Employer, the Employer's exclusive remedy is the replacement service in section 10.

9. Invoicing and payment

CTOjobs may invoice when the Success Fee is earned. Invoices are due within 14 calendar days of the invoice date, without set-off or deduction except where required by law. VAT and other applicable taxes are added to the invoiced amount.

The Employer must identify a genuine invoice dispute with supporting detail within five business days of receipt and pay every undisputed amount on time. Overdue sums accrue the statutory commercial late-payment interest under Spanish Law 3/2004, together with the statutory €40 recovery amount and any additional recoverable collection costs.

10. Replacement service

If a Candidate resigns or the Employer terminates the Engagement for demonstrated performance or misconduct during the first 90 calendar days after the start date, CTOjobs will conduct one replacement search for the same role for up to 60 days. This is the Employer's exclusive remedy; no cash refund or automatic fee credit applies unless the order form expressly provides one.

The replacement service is available only if:

• all invoices were paid in full and on time;
• the Employer notifies CTOjobs in writing within five business days after the Engagement ends;
• the role, seniority, location, compensation and reporting line have not materially changed;
• the Employer cooperated with the original process and acts reasonably during the replacement search; and
• the termination was lawful and not caused by redundancy, restructuring, role elimination, employer breach, discrimination, harassment, unsafe conditions, material misrepresentation, illness, death or force majeure.

If the replacement Candidate's Success Fee would exceed the original fee, the difference is payable. The replacement service does not restart or extend the 90-day period unless the order form says otherwise.

11. Confidentiality

Each party will protect non-public commercial, technical and personal information received from the other and use it only to perform the agreement. Disclosure is permitted to personnel, professional advisers and service providers who need the information and are bound by confidentiality, or where required by law. Candidate information is always subject to the stricter data-use limits above.

12. Non-circumvention and records

The Employer will not structure an Engagement, delay a start, route a hire through an Affiliate or third party, or withhold relevant information to avoid a Success Fee. CTOjobs may request reasonable records needed to verify an Engagement and fee calculation, and the Employer will retain those records for the legally required period.

13. Warranties and indemnity

Each party confirms that it has authority to enter into the agreement. The Employer will indemnify CTOjobs against third-party claims, penalties and reasonable costs arising from the Employer's unlawful hiring conduct, discriminatory process, misuse of Candidate data, materially inaccurate role information or breach of sections 4, 5 or 12, except to the extent caused by CTOjobs.

14. Liability

Neither party is liable for indirect or consequential loss, lost profit, lost opportunity or loss of goodwill. CTOjobs' total aggregate liability arising from an order form will not exceed the Success Fees paid or payable under that order form during the 12 months before the event giving rise to the claim.

Nothing limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, breach of confidentiality or data-protection obligations, the Employer's payment obligations, or any liability that cannot lawfully be limited.

15. Term and termination

Either party may stop future search activity by written notice. Either party may terminate immediately for a material breach that is not cured within 10 business days after written notice, or immediately where the breach cannot be cured, insolvency occurs, or continued performance would be unlawful.

Termination does not affect an Introduction already made, an accrued Success Fee or any provision intended to survive, including payment, attribution, confidentiality, data protection, liability and dispute terms.

16. Governing law and courts

The agreement and any non-contractual obligation arising from it are governed by Spanish law. The courts of Madrid, Spain have exclusive jurisdiction over any dispute.

17. General

Neither party may assign the agreement without the other's written consent, except that CTOjobs may assign it as part of a reorganisation, financing or sale of its business. The parties are independent contractors; nothing creates employment, partnership or agency. A delay in enforcing a right is not a waiver. If a provision is unenforceable, it will be adjusted only as far as necessary and the rest remains effective.

Notices must be sent to the email addresses in the order form; legal notices to CTOjobs may also be sent to hello@ctojobs.co. Changes to an accepted order form must be in writing and agreed by authorised representatives. Updated recruiting terms apply only to order forms accepted after their effective date unless the parties agree otherwise.