Terms & Off-Limits

Every retained engagement is governed by a Master Agreement signed by Merit and the client. A Master Agreement establishes the baseline commercial terms, including fee structure, payment terms, guarantee period, off-limits protections, and confidentiality obligations.

Each individual search is authorized by a Search Order. The Search Order confirms the role title, reporting structure, compensation parameters, search timeline, geographic scope, and any special instructions. Fees are calculated as a percentage of first-year total cash compensation, as described in the applicable engagement model.

No search or placement obligation begins until the client has executed the Master Agreement (or accepted its terms in writing) and a Search Order has been issued for that specific role.

During the term of a search and for a period of twelve months after the earlier of (a) the placement of the role or (b) the end of the active search, the client agrees not to directly solicit, recruit, or hire any candidate introduced by Merit for any role other than the role covered by the Search Order, without first compensating Merit in accordance with the fee provisions of the Master Agreement.

Conversely, Merit commits to keep client information confidential and not to use the engagement to identify candidates for competing client mandates without explicit consent.

Candidate identities and personal information are shared with a client only for the purpose of evaluating the candidate for a specific role. Clients may not disclose candidate information to third parties, and may not contact a candidate's current employer or references without the candidate's consent.

For retained engagements, Merit provides a placement guarantee of six months from the candidate's start date. If the candidate's employment terminates voluntarily or involuntarily (other than for cause, redundancy, or a material change in the role agreed to by the parties) during that period, Merit will conduct one replacement search for the same or a substantially similar role at no additional fee, subject to the conditions below.

• The client must notify Merit in writing within ten business days of the termination.
• The client must have paid all fees due for the original placement.
• The replacement search must commence within sixty days of the termination date and be for a role with substantially similar scope and compensation.
• The guarantee applies to the original placement only and does not reset for any replacement candidate.

Fees are set out in the executed Master Agreement and Search Order. Unless otherwise agreed, fees are payable on the candidate's start date or within the payment terms stated in the invoice. Contingency fees are payable only on the successful placement of a candidate introduced by Merit.

If a candidate introduced by Merit is hired for a role within twelve months of the introduction, the fee provisions apply regardless of whether the hire was for the original role or a different role.

Merit reserves the right to decline or pause any search where the employer does not meet our retention and governance standards. The employer retention audit is part of our standard process and does not constitute legal, financial, or investment advice.

Merit performs reference and credential checks through interviews and publicly available information, but we do not guarantee the accuracy of information supplied by candidates, references, or third-party sources. Our liability is limited to the fee paid or payable for the relevant placement, subject to the terms of the Master Agreement.

These terms and any dispute arising from them are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles.

These terms are a summary of the standard provisions found in Merit Recruitment Studios' Master Agreement and Search Order. They are not a substitute for legal advice and should be reviewed by legal counsel before execution.