General Terms and Conditions - B2B

General Terms and Conditions – B2B (UAE / GCC)
Last updated: September 2025

1. Scope and Definitions

1.1 These B2B Terms govern the relationship between POLYTALENT HR CONSULTANCY LLC, Dubai Branch Building -1-141, Office No. 1-141-434, Mankhool, Dubai – United Arab Emirates (Provider, PolyTALENT, we) and the business customer receiving services (Customer, together the Parties). They apply to services in online/performance marketing, employer branding, talent acquisition, headhunting and related advisory or technology services (Services).
1.2 The Services are provided exclusively to businesses (companies, professionals acting in business capacity). By contracting, the Customer confirms it acts for business purposes only.
1.3 Customer terms that conflict with or deviate from these B2B Terms do not apply unless PolyTALENT expressly agrees in writing.
1.4 The version of these B2B Terms in force at the time of order/SoW signature or Service start applies.
1.5 Masculine terms are used for readability and include all genders.

2. Services and Third Parties

2.1 PolyTALENT provides the Services as described in the accepted proposal, order form or statement of work (SoW). Unless expressly agreed, Services are best-efforts and do not guarantee quantitative or economic outcomes (e.g., number/quality of leads, hires, interviews, ROI).
2.2 The Customer sets any media/ad budgets separately from Service fees. Unless otherwise agreed, ad spend is paid directly by the Customer to the platform and the Customer bears all such costs and platform fees.
2.3 Platforms (e.g., LinkedIn, Meta, Google) may suspend campaigns/accounts without reason. PolyTALENT has no control over such decisions; fees remain payable.
2.4 PolyTALENT may use affiliates and subcontractors to deliver Services. PolyTALENT remains responsible for proper performance.

3. Ordering, Acceptance and Changes

3.1 Website/social media content is an invitation to treat, not an offer. A contract arises when PolyTALENT accepts the Customer’s order/SoW in writing or by commencing performance.
3.2 PolyTALENT may request written acceptance or deemed acceptance of deliverables: if the Customer does not reject with specific defects within 7 Business Days of delivery, the deliverable is deemed accepted.
3.3 Changes to scope/timelines require a written change order and may adjust fees, delivery and dependencies.

4. Customer Obligations

4.1 Provide timely, accurate inputs, brand assets, approvals and access needed for performance. Delays or omissions extend timelines and do not reduce fees.
4.2 Maintain lawful websites/content and obtain all necessary rights/permissions (e.g., trademarks, images, data). PolyTALENT has no duty to vet Customer content for legal compliance.
4.3 Keep any logins, links, materials and credentials provided by PolyTALENT confidential and use them only for the agreed purpose.
4.4 Provide accurate reporting to PolyTALENT where needed to measure results (e.g., conversions, hires).

5. Special Terms for Recruitment/Headhunting

5.1 Introduction and Engagement. An Introduction occurs when PolyTALENT presents a candidate’s details/profile (identified or anonymized) to the Customer. An Engagement means any contract or arrangement (employment, contractor, consultancy, interim, agency, part-time, full-time or other) between the Customer (or its affiliate) and the Introduced Candidate.
5.2 Fee Trigger and Window. The success fee is due for each Engagement that occurs within 12 months of the Introduction, regardless of role, team or geography, including engagements by Customer affiliates or via third parties.
5.3 Independence. Candidate selection remains at PolyTALENT’s discretion; shortlists may be anonymized. No entitlement to a successful hire.
5.4 Customer Notification. The Customer must notify PolyTALENT within 3 days of offer/contract and provide reasonable proof (e.g., start date, compensation band). Failure to notify permits PolyTALENT to invoice upon discovery.
5.5 Qualifications. PolyTALENT does not warrant candidate qualifications/performance; background checks occur only if expressly agreed in the SoW.
5.6 Exclusivity (if agreed). Where the SoW states a role is exclusive, the Customer shall not engage other agencies for that role during the exclusivity period. Breach entitles PolyTALENT to invoice the full success fee.
5.7 Replacement / Guarantee (if agreed). A replacement search applies once, only if: (a) the engagement ends during probation; (b) all invoices were paid on time; (c) termination was not due to redundancy, restructuring, role change, relocation, compensation changes, acquisition, misconduct by Customer, or breach of law/policy; and (d) the position, location and compensation band remain substantially the same. The guarantee is a continued search, not a refund. If no replacement is hired within the guarantee period for reasons outside PolyTALENT’s control, no refund is due.

6. Fees, Taxes and Payment

6.1 Fees are per accepted offer/SoW or then-current price list. Unless stated otherwise, fees are in AED, exclusive of VAT (5% UAE VAT), withholding tax, bank charges and platform costs.
6.2 Unless otherwise agreed, fees are invoiced in advance and due within 7 calendar days of invoice. Installments (if any) are due monthly in advance.
6.3 Late payment: PolyTALENT may charge the lesser of 1.5% per month or the maximum rate permitted by UAE law, plus reasonable recovery costs. PolyTALENT may suspend Services for non-payment.
6.4 No set-off/retention except for claims finally adjudicated by a court of competent jurisdiction or expressly acknowledged by PolyTALENT in writing.
6.5 If Customer pauses Services or fails to cooperate, fees remain fully payable.
6.6 Media/ad budgets are additional and not part of Service fees unless explicitly stated.

7. Term and Termination

7.1 The contract runs for the initial term in the SoW. Early termination for convenience by Customer is excluded unless otherwise agreed in writing.
7.2 Either Party may terminate for cause with immediate effect if the other materially breaches and fails to cure within 14 days of written notice. For non-payment, PolyTALENT may suspend immediately and terminate if unpaid after notice.
7.3 On termination, all amounts accrued or committed (including minimum terms, booked media) become immediately due. Sections that by nature should survive (fees, IP, confidentiality, liability, law, forum, recruitment fee window) survive termination.

8. Intellectual Property and Licences

8.1 PolyTALENT IP. All pre-existing and underlying IP, tools, templates, methods, datasets and know-how remain PolyTALENT’s exclusive property.
8.2 Client Deliverables. Subject to full payment, the Customer receives a non-exclusive, non-transferable, worldwide licence to use final deliverables created specifically for the Customer for internal business use.
8.3 Restrictions. No resale, sublicensing or use beyond the SoW without PolyTALENT’s prior written consent.
8.4 Reference Use. PolyTALENT may name the Customer as a reference, display logos and non-confidential results in credentials/website unless the Customer reasonably objects in writing.

9. Data Protection and Confidentiality

9.1 Each Party will handle personal data in accordance with applicable UAE data protection law (including the PDPL) and the Parties’ Data Processing Addendum (if applicable). Unless stated otherwise, the Customer is controller for its own data and authorizes PolyTALENT as processor to process data strictly to deliver Services.
9.2 Each Party shall keep the other’s confidential information strictly confidential and use it only to perform the contract. This obligation survives 3 years after termination (or longer where law/regulation so requires).

10. Warranties and Disclaimers

10.1 Except as expressly stated, Services and deliverables are provided “as is”. PolyTALENT disclaims all implied warranties to the maximum extent permitted by law.
10.2 PolyTALENT does not control third-party platforms and is not responsible for their availability, policies, features or outcomes.

11. Liability and Indemnities

11.1 To the fullest extent permitted by UAE law, PolyTALENT is liable only for direct damages caused by intent or gross negligence, and for death or personal injury.
11.2 For simple negligence, liability is limited to breaches of material obligations and capped at the foreseeable, typical loss.
11.3 PolyTALENT shall not be liable for indirect, incidental, consequential or special damages, including loss of profit, revenue, goodwill, data, or business interruption.
11.4 Overall aggregate liability is limited to the fees paid by the Customer to PolyTALENT in the 12 months preceding the event giving rise to the claim, or AED 50,000, whichever is lower, except for liability that cannot be limited under applicable law.
11.5 The Customer shall indemnify and hold harmless PolyTALENT from third-party claims (including reasonable legal fees) arising from (a) Customer content, instructions or omissions; (b) Customer’s breach of law/contract; (c) use of deliverables contrary to the contract.

12. Non-Solicitation

12.1 During the term and 12 months thereafter, the Customer shall not directly hire or induce any PolyTALENT employee/contractor who was materially involved in the Services to leave PolyTALENT. If this occurs, the Customer shall pay liquidated damages equal to 6 months of the individual’s gross annualized fee/salary, not as a penalty but a genuine pre-estimate of loss.

13. Compliance

13.1 The Parties will comply with applicable UAE laws, including anti-bribery, sanctions/export controls, labour and data protection requirements. The Customer shall not request activities that would breach platform policies or applicable law.

14. Force Majeure

14.1 Neither Party is liable for delays/failures caused by events beyond reasonable control (e.g., outages, cyber incidents, government acts, war, natural disasters). Obligations are suspended for the duration of the event; fees already incurred remain payable.

15. Assignment and Transfer

15.1 PolyTALENT may assign or novate the contract (in whole or part) to an affiliate or successor with notice. The Customer may assign only with PolyTALENT’s prior written consent.

16. Notices

16.1 Notices may be delivered by email to the contacts specified in the SoW (for PolyTALENT: legal@polytalent.de with copy to the account contact). Notices are deemed received on the next Business Day in Dubai, UAE.

17. Governing Law and Jurisdiction

17.1 These B2B Terms and any non-contractual obligations are governed by the laws of the United Arab Emirates.
17.2 The Parties submit to the exclusive jurisdiction of the competent courts of the Emirate of Dubai, UAE. Nothing prevents a Party from seeking urgent injunctive relief in any competent court.

18. Entire Agreement and Order of Precedence

18.1 These B2B Terms, together with the SoW/order and any data processing addendum, constitute the entire agreement. In case of conflict, the order of precedence is: (1) SoW/order (most specific); (2) Data Processing Addendum; (3) these B2B Terms.
18.2 If any provision is invalid, the remainder remains effective; a valid provision closest to the commercial intent replaces it. Amendments require written agreement.
18.3 If translated, the English version prevails to the extent permitted by law.

Contact

POLYTALENT HR CONSULTANCY LLC
Dubai Branch Building -1-141, Office No. 1-141-434, Mankhool, Dubai – UAE
Email: legal@polytalent.de