TERMS & CONDITIONS
Recruitment & Provision of IVF Professionals & Provision of Specialist Projects
Effective Date: 1st January 2026
These Terms & Conditions (“Terms”) govern the provision of recruitment, placement, and specialist fertility professional services by The IVF Guide SL, company number (NIF) ES – B75944272, registered at Carrer d’es Llaut 5, Calvià, Islas Baleares, Spain 07181 (“Service Provider”, “we”, “us”, “our”).
By requesting services, instructing recruitment activity, receiving candidate details, interviewing a candidate, or engaging any Specialist Staff introduced by us, the clinic, company, organisation or individual (“Client”, “you”, “your”) agrees to be bound by these Terms.
1. DEFINITIONS
Services
The sourcing, placement, recruitment, introduction and/or provision of Specialist Staff.
Specialist Staff
Fertility professionals introduced or supplied for employment or engagement, including clinicians, embryologists, scientists, operational or advisory personnel.
Specialist Project Services
Defined, project-based clinical, scientific, advisory, educational, or operational services provided by fertility professionals engaged by the Service Provider.
Project
A discrete body of Specialist Project Services agreed in writing.
Per Diem / Locum
Specialist Staff contracted to the Service Provider who provide remote, short-term or project-based services to the Client.
Employed Placement
Placement where the Client directly employs Specialist Staff introduced by the Service Provider.
Placement
The process of identifying, proposing, introducing, and assigning Specialist Staff to the Client for a defined role or service.
Introduction
Occurs when the Service Provider provides the Client with a Candidate’s name or identifying information, whether orally or in writing.
HIPAA
The Health Insurance Portability and Accountability Act of 1996, as amended, including HITECH and related regulations.
GDPR
The General Data Protection Regulation (EU) 2016/679 and the UK GDPR, governing data privacy within the European Union and the United Kingdom.
2. SCOPE OF SERVICES
2.1 We provide vetted fertility professionals to clinics, providers and related organisations on a temporary, permanent, remote, on-site or per diem basis.
2.2 Professionals may be engaged:
• On an Employed basis (direct employment by the Client); or
• On a Per Diem / Locum / Project basis via the Service Provider.
2.3 Both parties are responsible for complying with all applicable international, federal, state and local laws, including (where applicable) HIPAA (USA) and GDPR (EU/UK).
3. TERM
These Terms apply from the earlier of:
• The date the Client first instructs the Service Provider;
• The date the Client receives candidate information; or
• The date the Client engages a Specialist Staff member introduced by the Service Provider.
These Terms continue to apply for 24 months unless terminated in accordance with Section 4.
4. TERMINATION
4.1 Either party may terminate ongoing services with 30 days’ written notice.
4.2 A Project may be terminated in accordance with its specific written addendum.
4.3 Termination does not affect:
• Accrued fees
• Confidentiality obligations
• Intellectual property rights
• Payment obligations
• Any rights arising from an Introduction made prior to termination
5. INTRODUCTIONS & PRIOR CONTACT
5.1 The fertility sector is specialised and closely networked. Prior acquaintance between candidates and clinics is common.
5.2 An Introduction is deemed to have occurred when we provide candidate identifying information.
5.3 An Introduction is valid regardless of whether the Client:
• Previously knew the Candidate
• Had prior discussions
• Previously interviewed the Candidate more than three (3) months before our engagement
(provided no written offer for the relevant vacancy was outstanding at the time of introduction).
5.4 If the Client engages a Candidate in any capacity (employment, consultancy, partnership, locum or otherwise) within twelve (12) months of introduction, fees are payable.
5.5 Within five (5) business days of instructing us to recruit, the Client must notify us in writing of:
• Any individuals already interviewed for the role; or
• Any individuals who have received an offer for the relevant vacancy.
5.6 Failure to notify within this timeframe will result in any subsequent engagement being deemed to arise from our Introduction and fees shall be payable.
5.7 The Client agrees to act in transparency and good faith and to inform us of candidates actively progressed outside our involvement.
6. FEES & PAYMENT
6.1 Fees are as set out in our current Fee Schedule (provided in a separate quotation).
6.2 Employed Placements Full payment must be received prior to commencement of employment unless otherwise agreed in writing (e.g., structured 12-month payment plan).
6.3 Per Diem / Locum / Project Services Invoices are issued monthly in advance. Adjustments for actual hours worked are reflected in the following month’s invoice.
6.4 Payment method: International bank transfer only (if Client is outside of Spain).
6.5 All bank transfer fees are the responsibility of the Client. The amount received must equal the invoiced amount.
6.6 Late Payment:
• The Service Provider may charge interest on the overdue amount at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower.
• Interest shall accrue on a daily basis on the outstanding balance from the due date until payment is received in full. Interest shall not be compounded unless required by law.
• The Client shall also reimburse the Service Provider for all reasonable costs of recovery, including legal fees and collection agency costs, to the extent permitted by applicable law.
• We may withhold or withdraw Specialist Staff
• We may suspend services without liability
6.7 We reserve the right to amend fees upon three (3) months’ written notice.
6.8 Conversion Fee: If the Client transfers a Locum/Per Diem/Project Consultant to direct employment during the term of engagement or within one (1) year of engagement, an Employment Placement Fee is payable in accordance with the Fee Schedule.
7. BOOKING CONFIRMATION AND CANCELLATION OF PER DIEMS/LOCUMS
7.1 Upon submission of a locum/per diem candidate to the Client, the Client shall have 48 hours to confirm or decline the booking in writing.
7.2 If no written confirmation or cancellation is received within 48 hours of the candidate submission, the booking request shall automatically lapse. Should the Client subsequently wish to reinstate the same requirement, a re-booking fee of £100 / €100 / $100 shall apply. This fee will be refunded if no suitable candidate is available at that time.
7.3 Where a booking has been confirmed and is cancelled within 7 days of the agreed start date, the Client shall be liable for a cancellation fee equivalent to one day of the agreed assignment rate.
7.4 Where a booking request is made within five (5) working days of the required start date, the booking shall be treated as confirmed upon candidate acceptance. In such circumstances, cancellation fees as set out above shall apply if the Client subsequently cancels the assignment
8. INTELLECTUAL PROPERTY
8.1 Background IP remains the property of the Service Provider.
8.2 Final Project Deliverables belong to the Client unless otherwise agreed in writing.
8.3 We may reuse anonymised learnings, methodologies and general expertise.
9. CONFIDENTIALITY & DATA PROTECTION
9.1 Confidential Information includes business, operational, financial and patient-related information that is not publicly available.
9.2 Specialist Staff consent to sharing their professional information for recruitment purposes.
9.3 Both parties agree to maintain strict confidentiality.
9.4 Confidentiality obligations survive indefinitely.
9.5 Information must be stored securely and handled in compliance with HIPAA (where applicable) and GDPR.
9.6 The Service Provider does not access Client patient systems or records.
9.7 The Client must maintain its own confidentiality agreements with engaged Locum/Per Diem or Project Specialist Staff.
10. INDEMNIFICATION
10.1 The Client indemnifies and holds harmless the Service Provider against claims arising from the Client’s acts or omissions.
10.2 The Service Provider is not responsible for:
• Clinical decisions
• Patient outcomes
• Workplace injury
• Psychological injury
• Economic loss
This clause survives termination.
11. INSURANCE
For Locum/Per Diem/Project Services only:
• Specialist Staff (excluding Doctors) are covered by professional indemnity insurance up to GBP £500,000.
• The Client must maintain appropriate insurance coverage.
12. LIMITATION OF LIABILITY
12.1 We accept no liability for clinical decisions made by the Client.
12.2 Advisory services are non-binding unless expressly agreed in writing.
12.3 Total liability is limited to the fees paid under the relevant Placement or Project.
13. NON-SOLICITATION
The Client shall not directly or indirectly solicit, hire, or engage any Specialist Staff introduced by the Service Provider for any competing business during the term of engagement and for one (1) year following the engagement, without payment of the applicable Placement Fee.
14. GOVERNING LAW & DISPUTE RESOLUTION
14.1 These Terms are governed by the laws of England and Wales.
14.2 Disputes shall first be addressed through good faith discussions.
14.3 If unresolved within fourteen (14) days, disputes shall be referred to arbitration in England and Wales (for UK and European Clients) or New York State (for USA Clients).
15. GENERAL PROVISIONS
15.1 The Service Provider acts solely as an intermediary unless expressly agreed otherwise in writing.
15.2 Nothing creates a partnership, joint venture, or agency relationship.
15.3 These Terms constitute the entire agreement.
15.4 Amendments must be made in writing.
15.5 If any provision is found unenforceable, the remainder remains valid.
15.6 Failure to enforce rights does not constitute waiver.
16. ACCEPTANCE
By instructing recruitment services, receiving candidate information, interviewing a candidate, engaging Specialist Staff, or continuing to use our Services, the Client confirms acceptance of these Terms & Conditions in full.