Terms of Service:
Fractional Recruiting Partnership Agreement
Revised February, 2026:
This Agreement ('Agreement') is made between Metcalf Search, LLC, an Oregon LLC ('Metcalf'), and the entity or individual subscribing to Metcalf's services ('Client'). The 'Effective Date' of this Agreement shall be the date of the Client’s initial subscription payment.
Partnership Commitment: This Agreement engages Metcalf as a strategic recruiting and retention partner. It is Metcalf’s intent that this Agreement reflects our shared commitment to ethical, effective, and human-centered recruiting that strives to solve the ‘who’ for your operation.
Section 1: Partnership Tiers & Scope of Service
1.1. Core Services: All Partnership Tiers include Metcalf’s complete, end-to-end recruiting service framework: Strategic Planning, Job Description, Scorecard and Interview Design, Full-Cycle Sourcing, Interview Coordination, Offer Management, Retention Toolkit and other activities as needed.
1.2. Partnership Service Levels:
(a) Recruiting Partner Lite: Designed for continuous operation and systems maintenance. This features "Keep-Warm" sourcing for evergreen roles, database maintenance, and monthly talent pipeline reporting.
(b) Recruiting Partner: Includes a Strategic Remote Partnership. This features a Bi-Weekly Talent Huddle (video) for strategic review, plus Standard Business Day Support via email and phone for all day-to-day operations. 1 active role.
(c) Recruiting Partner Plus: Includes an Embedded Partnership. This features a Weekly Talent Huddle (video), Standard Business Day Support, and one (1) Quarterly Onsite Visit. Up to three (3) concurrent active roles.
(d) Recruiting Partner Pro: Includes a Fully Integrated Partnership. This features a Weekly Talent Huddle (video), Priority Support, and one (1) Monthly Onsite Visit. Up to five (5) concurrent active roles.
(e) Recruiting Partner CE (Contract Equivalent): A dedicated recruiter replacement tier. Provides full-time equivalent (FTE) focus on Client’s internal systems and unlimited active roles within the capacity of the assigned lead.
1.3. Onsite Visits: For Plus and Pro tiers, the included Onsite Visit is a flexible, high-impact day. Client may use this as a "Strategy Day" or a dedicated "Interview Day." Up to two (2) unused Onsite Visits may roll over. Rollover visits expire upon termination or non-renewal.
1.4. Additional & Expedited Travel: Additional Onsite Visits may be added on a one-off or recurring basis, subject to scheduling and additional billing. Expedited travel (scheduled less than 14 days out) or international travel may incur additional costs with Client prior written approval (via email).
1.5. Service Fees & Grandfathered Rate: Specific monthly fees are defined at the time of activation. By maintaining an active subscription, Client locks in the rate provided at the time of initial payment ("Grandfathered Rate").
Section 2: Term & Billing
2.1. Term: This Agreement shall commence on the Effective Date and continue on a month-to-month basis ("Term").
2.2. Cancellation: Client may terminate this Agreement for any reason with fifteen (15) days’ written notice (via email). Termination shall be effective at the end of the monthly billing cycle in which the notice period is satisfied. The 15-day notice period is waived during any trial period, and such cancellations are effective immediately.
2.3. Billing (Anniversary Billing):
Initial Payment: Client's first invoice for one full, monthly fee (based on the Client's active subscription selection) is due upon activation. This payment establishes the "Billing Anniversary" and covers the first month of service.
Recurring Payments: All subsequent monthly partnership fees will be billed automatically on the Billing Anniversary of each month.
2.4. Payment Method: Client agrees to provide and maintain a valid, automated payment method (ACH transfer or Credit Card on File) for all recurring monthly partnership fees.
2.5. Late Payment: If any payment is more than seven (7) days past due, Metcalf may suspend or pause services until payment is received, while maintaining Client’s ongoing payment obligations.
Section 3: Partnership & Tier Management
3.1. Changing Tiers: Client may adjust their Partnership Tier at any time via the Metcalf Search subscription portal. (a) Upgrades: Upgrades are effective immediately. The system will automatically process a one-time, prorated charge for the fee difference for the remainder of the current billing cycle. The new, higher monthly fee will apply at the next Billing Anniversary. (b) Downgrades: Downgrades are effective immediately. A prorated credit for the unused portion of the higher-tier subscription will be applied to the Client’s account and used toward future invoices. No cash refunds are issued for mid-cycle downgrades.
3.2. Continuous Partnership Guarantee: This partnership model replaces all traditional per-hire guarantees. If a candidate placed by Metcalf resigns or is terminated for performance while this Agreement is active, Metcalf will reopen the search for that role as part of the ongoing service. The guarantee applies only to candidates placed within the active term and for roles supported under this Agreement.
Section 4: The "Talent Points" Program
Talent Points are a voluntary loyalty incentive and do not create a monetary or contractual obligation.
4.1. Earning Points: Client will earn one (1) Talent Point for every ten dollars ($10.00) of their paid monthly partnership fee. Metcalf, at its sole discretion, may also award discretionary "Bonus Points" for promotions, referrals, or other milestones.
4.2. Redemption & Value: One (1) Talent Point is redeemable for one dollar ($1.00) of spending power for approved recruiting expenses. Approved uses may include: sponsoring job posts, premium candidate skills/personality assessments, background checks, and candidate signing bonuses. Other search-related expenses can be approved in writing (via email).
4.3. No Cash Value: Talent Points are a loyalty credit, not a cash-equivalent savings account. They hold no cash value, are non-transferable, and are not redeemable for cash or as a discount on partnership fees. All accumulated Talent Points are forfeited upon the termination of this Agreement for any reason.
Section 5: Confidentiality & Conflicts of Interest
5.1. Confidentiality: Metcalf will treat all non-public information "relating to the representation" of Client (including hiring plans, salary bands, and candidate data) as strictly confidential, in accordance with the high ethical standards of a trusted fiduciary. Confidentiality obligations shall survive termination of this Agreement for a period of two (2) years.
5.2. Conflicts of Interest: Metcalf runs dedicated, separate searches for each client. Metcalf will never share candidates between clients, except where a candidate independently applies or is otherwise publicly available. Metcalf will provide full transparency and seek Client’s written consent (via email) if any potential conflict arises.
Section 6: General Terms
6.1. Fee Disputes: Client agrees that any disputes over fees shall be resolved directly with Metcalf in good faith. Client agrees not to initiate any credit card chargebacks or bank-level payment disputes, as any such action constitutes a material breach of this Agreement.
6.2. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon. The parties agree to the exclusive jurisdiction of the courts of Multnomah County, Oregon, for any dispute arising from this Agreement.
6.3. Scope of Services: Client understands that Metcalf acts as a strategic recruiting partner and advisor but in no way as legal counsel, an HR consultant, or benefits administrator. All services, tools, and advice are provided as best-practice frameworks. Client is solely responsible for all final employment decisions and ensuring its own legal and regulatory compliance.
6.4. Ownership of Work Product: Upon payment in full of all applicable fees, all custom work product created by Metcalf specifically for the Client—including but not limited to Job Descriptions, Interview Scorecards, Candidate Scorecards, and custom Interview Designs—shall be the sole property of the Client. Metcalf retains ownership of its pre-existing proprietary methodologies, tools, and the "Retention Toolkit" framework.
6.5. Effect of Termination: (a) Grandfathered Pricing: The Client’s pricing is guaranteed only while the subscription remains continuously active. Any cancellation, lapse, or non-payment ends grandfathered pricing. (b) Reactivation: After cancellation or lapse, reactivation requires a new subscription at the then-current pricing.
6.6. Limitation of Liability: Except in cases of gross negligence, willful misconduct, or breach of confidentiality, Metcalf’s total liability under this Agreement shall not exceed one (1) month of the Client’s current partnership fee.
6.7. Notices: Written notice under this Agreement may be provided via email to jay@emetcalf.com and to the Client’s email address on file.
6.8. Access to Client Systems: In the event Client grants Metcalf access to any internal Client software, email, or data systems, such access shall be governed by a separate Data Security Addendum (DSA), which, upon execution by both parties, shall be incorporated herein by reference.
6.9. Modifications to Agreement: Metcalf reserves the right to modify the terms of this Agreement at any time. In the event of a material change, Metcalf will provide Client with written notice (via email) at least thirty (30) days prior to the change taking effect. Continued use of the services or payment of the subscription fee after the effective date of the modification constitutes Client’s acceptance of the updated terms.
Section 7: Acceptance & Subscription
7.1 Acceptance: The Client confirms acceptance of this Agreement by executing the initial subscription payment via the Metcalf Search payment portal.
7.2 Tier Selection: The Client’s specific Partnership Tier and Monthly Fee are confirmed by the active subscription selection at checkout.
7.3 Binding Effect: By maintaining an active subscription, the Client agrees to be bound by the then-current terms of this Agreement. Client acknowledges that it is their responsibility to review notice of updates provided by Metcalf via email.
