Placement Services Agreement.

Between: Christofer Tse, sole proprietor, trading as MedStaffed, San Pedro Sula, Honduras ("MedStaffed", "we")

And: the practice named in the accepted Quote ("the Client", "you")

This Agreement takes effect on the date the Client accepts a Quote that references it.

---

1. What we do

We source and screen candidates against a brief agreed with you, and present the candidate we judge strongest for the role. You interview, you decide, and you engage the person you choose directly. We do not assign anyone to you: you may decline any candidate we present, and we will present the next best or go back out to search.

We may decline or end a search. We take on a search only when we believe we can fill it. If we conclude that we cannot find a suitable candidate for your brief — for example, a level of experience or a qualification the candidates we recruit from cannot supply — we may decline the brief or end the search at any time, and we will tell you in writing. No fee is owed for a search that ends without a hire. This does not apply to a replacement search under Section 5, which we pursue as Section 6 says.

Every candidate presented has been through our full screening: a knowledge check, an English level assessment, a recorded voice introduction, and a recruiter interview written up as a scorecard. What we send you for each candidate we present is their CV, their recorded voice introduction and the recruiter's interview scorecard — so you can hear how someone sounds, and see how we rated them, before spending time on an interview. Knowledge-check results and our internal notes are ours: they help decide who reaches you, and they are not part of what we send you.

2. What we are not

MedStaffed does not employ, supervise, pay, or direct any candidate we present. We are not a staffing agency, a BPO, an employer of record, or a professional employer organization. Once you engage a candidate:

• the working relationship is between you and that person;
• you are solely responsible for the terms on which you engage them, for classifying them correctly under the laws that apply to you, for paying them, and for any tax, immigration, licensing, privacy or healthcare-regulatory obligations that engagement creates for your practice;
• you are responsible for supervising their work and for any credentialing your own payers, insurers or regulators require.

We present the screening results we gathered. We do not verify licensure, certification, immigration status, or criminal history unless a Quote expressly says we did, and we do not warrant a candidate's fitness for any particular regulated task.

3. Fees

The fee for each hire is quoted for the specific role and tier before any search work begins. It is a one-time fee per hire. There is no monthly charge, and a warranty replacement is free.

The fee for your hire is the one in your accepted Quote. Three tiers set the length of the replacement warranty: Essential 60 days, Professional 6 months, Assured 12 months.

• Volume: two hires −10%, three or more −15%, applied per hire within one wave.
• Rush (priority search): a flat fee, shown in your Quote, for your first candidate presented within three business days.
• Warranty extension: Essential → 6 months, or Professional → 12 months, at the price we give you before you buy it. No new search is run. Extensions must be bought early, not once a placement is wobbling:
  • Essential → 6-month: within 30 days of the start date.
  • Professional → 12-month: within 90 days of the start date.
  • Never after a claim has been filed, and never after you have told us a placement is at risk. An extension is insurance, and insurance cannot be bought on a fire already burning.
• Fees are stated and payable in US dollars, and the amount invoiced is the amount we must receive. Bank, card-processor and currency-conversion charges are yours. On an international wire this means instructing your bank that all charges are paid by the sender — the "OUR" instruction. Without it, correspondent banks deduct their fees from the money in transit and the invoice arrives short; any shortfall remains payable.
• Our fees do not include any sales or use tax; if any applies at your location, you pay it.

4. When the fee is earned, and when you pay

The fee is earned on the candidate's first day of work with you. Not on presentation, not on offer, not on acceptance — on the start date.

You choose one of two billing options at Quote acceptance:

• Full fee, due in 7 days — one invoice for the whole fee, due 7 calendar days after the contract start date, which is the candidate's first day of work. The invoice is issued on the start date; day 7 is the due date. Nothing is owed before someone actually starts.

• 25% / 75% split — the fee is billed in two parts, as percentages of the quoted fee:

  • 25% due 7 calendar days after the contract start date, and
  • the 75% balance halfway through the warranty: at the three-month mark on Professional (6-month), which is when your window to extend it to 12 months closes (Section 3), and at the six-month mark on Assured (12-month).

  Available on Professional (6-month) and on Assured (12-month). Either way the balance falls due while half of the warranty is still running, so you are never paying the balance on a placement we have stopped standing behind.

  The split is a payment schedule, not a contingency. If the placement ends before the balance falls due, the balance is still owed — what you get is a free replacement under Section 5, not a cancelled invoice.

The fee is owed from the start date whether or not we have invoiced it. An invoice that reaches you late does not cancel or reduce the fee; it only means that no payment is due sooner than 7 days after the date of our invoice. That includes a fee under Section 7, which we invoice when we learn of the hire.

Late amounts remain payable. While an invoice is overdue, no warranty claim can be made for that placement and any open search stops until it is paid. The warranty clock keeps running while an invoice is overdue: the overdue time is not added back once you pay. We do not charge interest.

5. Replacement warranty

If a placement does not work out, we source a replacement and the replacement placement is free. The warranty runs from the candidate's first day, for the period of the tier you bought: 60 days, 6 months, or 12 months.

To claim: tell us in writing within the warranty period, through the claim form at medstaffed.com/forms/warranty-claim or by email to info@medstaffed.com, and the replacement search starts as soon as you do. The date we receive the claim is the date the warranty is measured against.

What it covers: the person leaving, or the placement not working out on performance or fit.

What it does not cover: - the role being eliminated, the practice restructuring, or a change in your business needs; - the candidate leaving because of unpaid or late compensation, or a material change to the role, hours or pay from what was briefed; - termination for misconduct where you did not give us notice and a chance to respond; - a placement that ends, or a claim made, while our fee for that placement is unpaid and overdue.

One replacement per placement, and the clock pauses rather than restarting. When you file a claim, whatever is left of the warranty period is frozen at that moment. It does not run down while we search. On the replacement's first day it starts running again from where it stopped — so a claim at day 50 of a 60-day warranty leaves the replacement covered for the remaining 10 days, however long the search took.

Minimum 10 days. If less than 10 days of the original period remain when you claim, the replacement is covered for 10 days from their start date. You never get a warranty measured in hours because the first person left near the end.

The warranty does not restart at full length, and a replacement does not earn a second replacement beyond the paused remainder.

6. Limit of our liability

Our total liability to you for any placement — in contract, in negligence, or on any other basis — will not exceed the fee you actually paid us for that placement.

We are not liable for indirect or consequential loss, including lost revenue, lost profits, lost patients, the cost of covering the role, or any claim brought against you by a patient, a payer, a regulator or the candidate.

If we cannot source a replacement inside the warranty period, we keep searching. The search continues past the end of the window, at no charge, until we place someone or until you tell us to stop. What we owe you is the search, pursued until it succeeds or until you end it — not a refund.

Nothing here limits liability that cannot lawfully be limited.

7. Going around us

If you engage a candidate we presented to you — as an employee, contractor, through another agency, or through any company connected to you — within twelve months of the day we presented them, the full fee for that hire is payable as if we had placed them, whether or not you told us.

This applies to candidates we present. It does not apply to anyone who applied to you independently before we presented them, and you should tell us promptly if that is the case so we can stop the search.

8. Confidentiality and candidate information

Each of us will keep the other's non-public information confidential and use it only for this work.

The CV and voice introduction we send you are shared to evaluate that candidate for that role. You will not forward them outside your practice, publish them, or keep them longer than you need them. You will handle them in line with the privacy law that applies to you.

9. Term, and ending it

This Agreement runs until either of us ends it with 30 days' written notice. Ending it does not affect a search already underway, a fee already earned, a warranty already running, or Sections 6, 7 and 8, which survive.

10. Everything else

• Assignment. MedStaffed may assign this Agreement to a company it later forms. You will be told in writing. Nothing else changes.
• Independent parties. Neither of us is the other's agent, partner or employee.
• Whole agreement. This document and the accepted Quote are the whole agreement, and they replace anything said before. Marketing material is not part of it. Where the Quote and this document differ on the fee, the tier or the number of hires, the Quote governs.
• Changes must be in writing and agreed by both of us.
• Governing law and venue: this Agreement is governed by the laws of the US state in which your practice has its principal place of business, and any dispute will be resolved in the courts of the county where that place of business is located.