Terms & Conditions

1. Definitions

The following terms have the meanings given below wherever they appear in this agreement.

"First-Round Interview" means a meeting that has taken place (not merely been scheduled or confirmed) between a named MPC and a Hiring Manager, where: (a) the meeting was initiated by AgentleBots' outreach under the MPC Showcase; (b) it was confirmed in advance by calendar invitation sent to both parties; (c) it concerns the specific MPC as named in the Scope Agreement; and (d) it has occurred within the guarantee window or any valid extension of it. A rescheduled meeting that takes place within the guarantee window counts once. A meeting cancelled by either party and not rescheduled within the window does not count. Meetings arising from the Client's pre-existing relationships or the Client's independent outreach do not count toward the guarantee.

"Hiring Manager" means any individual representing the hiring organisation who is formally involved in the candidate evaluation process, including talent acquisition professionals, HR business partners, department heads, and any person with authority to advance or reject a candidate's application on behalf of that organisation.

"MPC Cohort" means the specific candidates agreed in writing at intake and confirmed in the Scope Agreement. The MPC Cohort is fixed at intake and may not be modified without AgentleBots' prior written consent.

"Scope Agreement" means the written engagement document countersigned by both parties, specifying the applicable offer tier, fee structure, MPC Cohort, platform access requirements, and any engagement-specific terms. Where no Scope Agreement exists, these Terms apply in full.

"Showcase Live Date" means the date on which the first outreach message is sent to a Hiring Manager under the MPC Showcase, as confirmed in writing by AgentleBots to the Client. The guarantee window begins on this date.

"Non-Cooperation" means any of the following acts or omissions by the Client: (i) failure to provide required MPC profiles and supporting materials within 5 business days of written request; (ii) failure to provide required platform access credentials within 5 business days of the commencement date; (iii) failure to respond to AgentleBots communications requiring a decision or approval within 48 hours, occurring on 5 or more separate occasions within any 15-consecutive-business-day period; (iv) restriction or revocation of platform access without providing a replacement of equivalent capability within 2 business days; (v) substitution or withdrawal of any MPC from the agreed Cohort without AgentleBots' prior written consent; or (vi) deliberate withholding of information material to the delivery of the services.

"Material Breach" means: (i) non-payment of any invoiced amount more than 14 days beyond the payment due date specified in the Scope Agreement; (ii) Non-Cooperation persisting for more than 10 consecutive business days after AgentleBots has issued a written Non-Cooperation notice; (iii) use of AgentleBots' methodology, targeting lists, outreach copy, or scoring frameworks to provide or replicate AgentleBots' services for commercial purposes without prior written consent; (iv) breach of the confidentiality obligations in Section 6; or (v) fraud, wilful misrepresentation, or intentional provision of false information in connection with the engagement.

2. The Engagement

AgentleBots provides recruitment acceleration infrastructure. The engagement is specified in the Scope Agreement.

MPC Showcase Marketing. AgentleBots builds showcase profiles for the agreed MPC Cohort, identifies Hiring Managers with active open requirements matching those profiles, and conducts targeted outreach with the objective of securing First-Round Interviews on the Client's behalf. Fees are fixed as specified in the Scope Agreement.

3. The Guarantee

Under the Attraction Offer, AgentleBots guarantees 5 qualifying First-Round Interviews within 30 days of the Showcase Live Date. If AgentleBots does not deliver 5 qualifying First-Round Interviews within that initial window, it will continue working at no additional cost for up to a further 60 days. The total maximum guarantee period is 90 days from the Showcase Live Date. This cap supersedes any representations to the contrary in AgentleBots' marketing materials or website copy. If 5 qualifying First-Round Interviews have not been delivered by the end of the 90-day maximum period, and the guarantee has not been voided by Client's failure to meet its obligations, AgentleBots will refund any setup fee paid for that engagement in full.

Qualification determination. AgentleBots' good-faith determination of whether a completed meeting constitutes a qualifying First-Round Interview is binding on both parties. A Client disputing a qualification determination must provide written notice to AgentleBots within 5 business days of the relevant meeting, specifying the precise grounds for the dispute. Disputes not raised within that window are deemed accepted. Unresolved disputes are subject to the mechanism in Section 12.

Clock pause. The guarantee window (including any extension period) pauses automatically for any continuous period during which the Client is in Non-Cooperation as defined in Section 1. The clock pauses from the date the triggering condition arises and resumes when it is resolved. AgentleBots will notify the Client in writing when a pause begins and when it ends, including the revised window end date. The Client may dispute a pause notice within 5 business days; undisputed pause notices are treated as accepted.

Cohort lock. The MPC Cohort is fixed at intake as confirmed in the Scope Agreement. Substitution of any MPC in the Cohort requires AgentleBots' prior written consent and, if granted, restarts the guarantee window from the substitution date for the substituted candidate only. Substitution of the entire Cohort is treated as a new engagement subject to a new Scope Agreement.

Quality contingency. The guarantee applies only to the MPC Cohort as assessed and accepted at intake against the quality criteria established in the Scope Agreement. AgentleBots reserves the right to decline or withdraw from engagements where the Cohort does not satisfy those criteria.

Void conditions. The guarantee lapses entirely, and no refund of any setup fee is owed, if: (i) the Client terminates the engagement before the guarantee is fulfilled; (ii) Non-Cooperation by the Client makes delivery structurally impossible and persists for more than 10 consecutive business days after written notice from AgentleBots; or (iii) the Client modifies the MPC Cohort without AgentleBots' written consent.

4. Your Obligations

To execute the engagement, the Client must:

• Provide complete MPC profiles and supporting materials for the agreed Cohort within 5 business days of commencement.
• Grant delegated access to the outreach platforms specified in the Scope Agreement (LinkedIn Recruiter, Apollo, or agreed equivalents) within 5 business days of commencement, at a subscription tier and permission level sufficient for AgentleBots to perform outreach. The Client is responsible for maintaining adequate access throughout the engagement. Restriction or revocation without timely replacement constitutes Non-Cooperation and triggers an automatic guarantee clock pause.
• Designate a single named point of contact with authority to provide approvals and sign-offs without referral to a third party.
• Respond to all AgentleBots communications requiring a decision or sign-off within 48 hours. Consistent failure to meet this obligation constitutes Non-Cooperation as defined in Section 1.
• Not modify, substitute, or withdraw any candidate from the MPC Cohort without AgentleBots' prior written consent.
• Not conduct parallel outreach campaigns targeting the same Hiring Managers identified in AgentleBots' targeting lists during the active guarantee window, as this would interfere with AgentleBots' ability to deliver the guarantee.

AgentleBots will issue a written Non-Cooperation notice before treating any failure as Non-Cooperation for the purposes of the guarantee or termination. A single isolated failure does not constitute Non-Cooperation; the definition in Section 1 governs.

5. Ownership and Intellectual Property

All MPC Showcase assets, outreach copy, and targeting lists created specifically for the Client under this engagement are transferred to the Client upon: (a) completion of the engagement, or (b) in the event of termination by the Client after the minimum engagement period has elapsed, upon expiry of the notice period, provided all outstanding fees have been settled in full. Where fees remain outstanding at the point of transfer, delivery of assets is conditional on settlement.

If the Client terminates before the minimum engagement period has elapsed (see Section 9), all work product created to that point remains with AgentleBots until the minimum period expires and any applicable setup fee has been paid. Upon payment, the assets transfer to the Client.

AgentleBots retains ownership of its methodology, scoring frameworks, prompt architecture, and operational infrastructure. These are licensed to the Client on a non-exclusive basis for the duration of the engagement only. This licence does not restrict AgentleBots from providing equivalent services to other clients. It terminates automatically on the engagement end date and does not survive termination.

6. Confidentiality and Data

We treat all candidate and client data as strictly confidential. We enforce client-level infrastructure isolation: your data is never shared with, accessible to, or visible to any other client. These confidentiality obligations survive termination of the engagement indefinitely.

Our full data handling practices, including collection, use, third-party processors, retention, and deletion, are described in the Privacy Policy, which forms part of this agreement by reference. The Privacy Policy's data isolation and deletion commitments are binding obligations, not policy statements.

7. Fees and Payment

AgentleBots operates under the fee structure as specified in the Scope Agreement, which governs in the event of conflict with this section.

MPC Showcase Marketing: A fixed setup fee as specified in the Scope Agreement. Where a founding-agency arrangement is in effect and the Scope Agreement records a zero setup fee, nominal consideration of £1 is deemed received, sufficient to constitute a binding and enforceable agreement. Clients are also responsible for the cost of any third-party platforms or tools required to perform the services, as specified in the Scope Agreement.

Payment terms are as specified in the Scope Agreement. Invoices not paid within 14 days of the due date may result in work being paused until the account is settled. The fee structure is not negotiable once the Scope Agreement has been executed.

8. Warranties and Representations

Each party warrants that: (a) it has the authority to enter into this agreement; (b) all information provided to the other party in connection with the engagement is accurate and complete to the best of its knowledge; and (c) it will comply with all applicable laws in performing its obligations.

The Client warrants that: (a) all MPC profiles and candidate data provided to AgentleBots are provided with the knowledge and consent of the relevant candidates; (b) the Client has the right to engage a third party to conduct outreach using the outreach platforms provided; and (c) the MPC Cohort information provided at intake is accurate as of the date of intake.

9. Minimum Engagement Period

Neither party may serve a termination notice within 14 calendar days of the Showcase Live Date. This minimum period exists to allow the MPC Showcase to run long enough for delivery to be meaningfully assessed. Termination notices served before the minimum period has elapsed are invalid and take effect only from the date the minimum period expires.

The minimum engagement period does not apply to termination by AgentleBots for Material Breach, which may be exercised at any time upon written notice.

10. Termination

After the minimum engagement period has elapsed, either party may terminate this agreement with 14 calendar days' written notice to the other party.

AgentleBots may terminate immediately upon written notice in the event of Material Breach as defined in Section 1. In the event of termination for Material Breach, no refund is owed for work already delivered and no further obligations under the guarantee apply.

If AgentleBots terminates for reasons other than Material Breach, any fees paid for work not yet delivered will be refunded on a pro-rated basis, and any setup fee paid under an unfulfilled guarantee will be refunded in full.

If the Client terminates: (a) the guarantee lapses immediately upon service of the termination notice, and no refund of the setup fee is owed; and (b) asset transfer is subject to Section 5.

11. Limitation of Liability

AgentleBots' aggregate liability under or in connection with any single engagement is limited to the total fees paid by the Client for that engagement period. AgentleBots is not liable for lost placement revenue, candidate attrition, decisions made by third-party Hiring Managers, third-party platform outages, or any indirect, consequential, or speculative loss of any kind. The guarantee in Section 3 is AgentleBots' primary remedy mechanism for non-delivery; it is not a damages clause and does not expand AgentleBots' liability beyond the cap in this section.

12. Disputes

Any dispute arising from or in connection with this agreement, including disputes about guarantee qualification determinations, fee calculations, or termination, will first be subject to good-faith negotiation between the parties. The disputing party must provide written notice specifying the nature and particulars of the dispute. If the dispute is not resolved within 20 business days of that notice, it will be referred to binding arbitration under the rules of the jurisdiction in which AgentleBots is incorporated. The arbitrator's determination is final and binding on both parties.

13. Governing Law

These Terms are governed by the laws of the jurisdiction in which AgentleBots is incorporated, regardless of the domicile, residence, or place of incorporation of either party. The courts of that jurisdiction have non-exclusive jurisdiction over any matters not referred to arbitration under Section 12.

14. General

These Terms, together with the applicable Scope Agreement and Privacy Policy, constitute the entire agreement between the parties in respect of each engagement and supersede all prior representations, discussions, and agreements. No variation to these Terms is effective unless agreed in writing and signed by both parties. If any provision of these Terms is found to be unenforceable, it will be severed and the remainder of the Terms will continue in full force. A party's failure to enforce any provision does not constitute a waiver of that provision.

15. Contact

For questions about these terms, contact us at: theredprimordial@gmail.com