KEPLER22 LLC
CAREER SERVICES TERMS & CONDITIONS
These Career Services Terms & Conditions (“Terms”) govern the career consulting, candidate marketing, employment-search support, and related services provided by Kepler22 LLC (“Kepler22,” “Company,” “we,” “us,” or “our”) to a candidate (“Candidate,” “you,” or “your”).
By signing the Career Services Agreement, electronically accepting these Terms, or using Kepler22’s services, you acknowledge that you have read, understood, and agreed to these Terms.
1. CAREER SERVICES
Kepler22 provides independent career consulting and employment-search support services. Services may include:
Kepler22 may determine the appropriate marketing and job-search approach based on the Candidate’s qualifications, experience, work authorization, location, target positions, market conditions, and available opportunities.
2. NO GUARANTEE OF EMPLOYMENT
Kepler22 does not guarantee:
All hiring, compensation, background-check, work-authorization, and employment decisions are made by the applicable employer or hiring organization.
3. CANDIDATE INFORMATION
The Candidate must provide accurate, complete, and current information, including where applicable:
The Candidate is responsible for the accuracy of information supplied to Kepler22.
The Candidate must promptly notify Kepler22 of any material change affecting the Candidate’s employment search, work authorization, availability, location, or employment status.
Kepler22 will not knowingly create or submit false credentials. The Candidate remains responsible for verifying the accuracy of all information relating to the Candidate.
4. RESUME AND PROFESSIONAL PROFILE MARKETING
The Candidate authorizes Kepler22 to prepare, optimize, format, and market the Candidate’s resume and professional profile for legitimate employment-search purposes.
Kepler22 may submit or market the Candidate’s professional profile to:
Kepler22 may make reasonable formatting, presentation, keyword, and positioning changes to improve the Candidate’s professional marketing, provided that Kepler22 does not knowingly represent false qualifications.
5. DESIGNATED MARKETING EMAIL
The Candidate may be required or encouraged to create a dedicated email account for employment-search and marketing activities (“Marketing Email”).
The Marketing Email remains owned and controlled by the Candidate. The Candidate may voluntarily authorize Kepler22 to access the account for employment-related purposes.
Authorized access may include:
Kepler22’s access is limited to legitimate employment-search and career-service purposes. Kepler22 will not intentionally access unrelated personal, financial, medical, or other private communications except where reasonably necessary for an employment-related purpose or where required or permitted by law.
Where technically available, delegated mailbox access may be used instead of sharing account credentials.
The Candidate remains responsible for the security and ownership of the Marketing Email account.
6. COMMUNICATIONS THROUGH THE MARKETING EMAIL
Employment opportunities, recruiter communications, interview requests, submissions, and other employment-related communications received through the Marketing Email may be considered evidence of employment-search activity associated with Kepler22’s services.
However, receipt of an email alone does not automatically make every future opportunity a Company-Supported Opportunity.
The specific facts surrounding the opportunity will determine whether it is a Company-Supported Opportunity.
An opportunity may remain a Company-Supported Opportunity even if subsequent communications occur through the Candidate’s:
7. COMPANY-SUPPORTED OPPORTUNITY
A “Company-Supported Opportunity” means a specific employment opportunity that results from, arises from, or is directly connected to Kepler22’s career consulting, candidate marketing, referral, introduction, submission, job-search support, or employment-support services.
A Company-Supported Opportunity may include an opportunity where Kepler22:
An opportunity may be Company-Supported even when the final offer, payroll, or employment relationship is handled by a different staffing company, recruiter, vendor, consulting company, intermediary, affiliate, or related entity.
The identity of the company issuing the offer alone does not determine whether the opportunity is Company-Supported.
8. SUCCESS-BASED SERVICE FEE
If the Candidate obtains employment through a Company-Supported Opportunity, the Candidate agrees to pay Kepler22 a success-based service fee equal to:
15% of the Candidate’s first-year gross base salary, unless a different fee is expressly agreed in writing.
For purposes of calculating the fee, “gross base salary” generally means the fixed annual base salary stated in the accepted employment offer and excludes bonuses, commissions, overtime, equity, stock, benefits, expense reimbursements, and similar non-base compensation unless otherwise agreed in writing.
The Success-Based Service Fee applies whether the Candidate is employed:
provided that the employment results from a Company-Supported Opportunity.
The specific employer, position, salary, calculated fee, and payment schedule may be documented in a separate Placement/Success Fee Schedule, which becomes part of the agreement upon acceptance.
9. INDEPENDENT EMPLOYMENT
The Candidate remains free to independently search for and accept employment.
No Success-Based Service Fee is due merely because the Candidate obtains another job during the service period.
However, a job posting or opportunity will not be considered independent merely because the Candidate later applies through another source if Kepler22 previously:
The specific facts and records relating to the opportunity will control.
10. CANDIDATE’S EMPLOYMENT DISCLOSURE OBLIGATION
The Candidate must promptly inform Kepler22 when the Candidate:
relating to a Company-Supported Opportunity.
The Candidate must not intentionally conceal employment, an offer, salary information, or the source of an opportunity for the purpose of avoiding a properly due Success-Based Service Fee.
11. MARKETING AND SUBMISSION RECORDS
Kepler22 may maintain reasonable records relating to its services and Candidate marketing activities, including:
These records may be used to document Kepler22’s involvement with a Company-Supported Opportunity and to administer the applicable Success-Based Service Fee.
The Candidate is not required to sign a separate acknowledgment for every individual submission unless required by applicable law or separately requested by Kepler22.
12. PAYMENT TERMS
The Success-Based Service Fee becomes payable after the Candidate begins employment and receives the first payroll payment, unless otherwise stated in the applicable Placement/Success Fee Schedule or required by applicable law.
The Candidate may pay:
The Candidate must provide reasonable employment verification or compensation documentation when reasonably necessary to calculate or verify a properly due fee.
13. LATE PAYMENT CHARGES
Any properly due installment or other amount that remains unpaid after its due date will be considered overdue.
Kepler22 may charge a late payment charge of 2% per month on the unpaid balance, or the maximum amount permitted by applicable law, whichever is lower.
Late charges will accrue until the overdue amount is paid, subject to applicable law.
A late payment charge will not be applied to an amount that is genuinely disputed in good faith while the dispute is being reviewed, provided that the Candidate promptly identifies the specific basis of the dispute in writing.
Undisputed amounts remain payable according to the agreed payment schedule.
A late payment charge does not eliminate or reduce the underlying obligation to pay a properly due Success-Based Service Fee.
14. PAYMENT AVOIDANCE AND NON-CIRCUMVENTION
The Candidate must not intentionally avoid, delay, conceal, misrepresent, or structure an employment opportunity for the purpose of avoiding a properly due Success-Based Service Fee.
Examples include, without limitation:
These provisions do not restrict unrelated independent employment.
15. DEFAULT, COLLECTION, AND RECOVERY
If a properly due Success-Based Service Fee or installment remains unpaid, Kepler22 may provide written notice identifying the outstanding amount and allowing any applicable cure period required by law or the agreement.
If the Candidate thereafter fails or refuses to pay a properly due amount, or intentionally attempts to avoid the payment obligation, Kepler22 may, to the extent permitted by applicable law:
Referral to collections or legal recovery does not create an additional amount beyond amounts lawfully recoverable.
Kepler22 will not seek recovery of an amount that is not legally due.
16. EMPLOYMENT VERIFICATION
When reasonably necessary to determine or verify a Success-Based Service Fee, the Candidate agrees to provide reasonable documentation confirming:
If the Candidate refuses to provide reasonable verification despite a legitimate request and Kepler22 has credible evidence of employment resulting from a Company-Supported Opportunity, Kepler22 may use available lawful records and communications to determine the amount reasonably due.
17. LAYOFF OR LOSS OF EMPLOYMENT
If the Candidate experiences an involuntary layoff after becoming subject to a payment obligation, the Candidate may request a temporary payment pause by providing reasonable supporting documentation.
An approved payment pause postpones payment but does not automatically forgive or eliminate the outstanding balance unless Kepler22 agrees otherwise in writing or applicable law requires otherwise.
Payments may resume upon re-employment or according to a revised payment schedule agreed with Kepler22.
Voluntary resignation or termination for cause does not automatically suspend the payment obligation.
18. CANCELLATION OF SERVICES
The Candidate may request cancellation of Kepler22’s services in writing.
Cancellation does not automatically eliminate:
Except as required by applicable law, cancellation does not create a right to a refund of amounts properly earned and paid for services already rendered.
19. POST-CANCELLATION PROTECTION
If, within 180 days after cancellation, the Candidate accepts employment resulting from a specific Company-Supported Opportunity that was introduced, submitted, referred, or actively pursued by Kepler22 before cancellation, the applicable Success-Based Service Fee remains payable, subject to applicable law.
This 180-day provision does not apply to unrelated employment independently obtained by the Candidate.
20. CONFIDENTIALITY
Kepler22 and the Candidate should reasonably protect confidential information received from the other party.
Kepler22 may use Candidate information as reasonably necessary to provide career consulting, marketing, recruiting-support, administrative, payment, and related services.
The Candidate should not disclose Kepler22’s confidential business information, internal marketing strategies, proprietary processes, client information, or other non-public information except as permitted or required by law.
21. PERSONAL INFORMATION AND PRIVACY
Kepler22 may collect and process Candidate information reasonably necessary to provide the services, communicate with employers and recruiters, administer the Candidate’s account, maintain records, and administer payment obligations.
Kepler22 will take reasonable measures to protect Candidate information and will use it for legitimate business and service-related purposes, subject to applicable privacy laws.
22. ACCOUNT ACCESS
Where the Candidate authorizes Kepler22 to access a Marketing Email or other account for employment-related services, such access is limited to the purposes authorized by the Candidate and these Terms.
Kepler22 will not intentionally use such access for unrelated personal purposes.
The Candidate remains responsible for maintaining account ownership and security.
23. PROFESSIONAL CONDUCT
The Candidate agrees to:
Kepler22 may discontinue services if the Candidate engages in fraudulent, abusive, threatening, unlawful, or materially misleading conduct.
24. EMPLOYER AND RECRUITER RELATIONSHIPS
Kepler22 may communicate with employers, recruiters, staffing companies, vendors, and other organizations on the Candidate’s behalf for employment-search purposes.
Kepler22 does not control:
The Candidate is responsible for reviewing and accepting any employment offer.
25. ELECTRONIC COMMUNICATIONS AND SIGNATURES
The Candidate agrees that electronic communications, electronic signatures, electronic acceptance records, emails, and electronically stored documents may be used to establish and administer the parties’ agreement, subject to applicable law.
The Candidate’s electronic acceptance of these Terms may be retained as evidence of acceptance.
26. CHANGES TO THESE TERMS
Kepler22 may update these Terms from time to time.
The version accepted by the Candidate will be retained in Kepler22’s records.
A later update will not retroactively modify an existing financial obligation or materially change the Candidate’s rights and obligations under an already accepted agreement unless:
27. CONFLICT WITH CAREER SERVICES AGREEMENT
These Terms supplement the Career Services Agreement.
If there is a conflict between these Terms and the signed Career Services Agreement regarding a specific financial or contractual obligation, the Career Services Agreement will control, unless applicable law requires otherwise.
The applicable Placement/Success Fee Schedule will control the specific employer, position, salary, fee amount, and payment schedule stated in that document.
28. RECORD RETENTION
Kepler22 may retain reasonable records relating to:
29. SEVERABILITY
If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision will be limited or modified to the minimum extent necessary, and the remaining provisions will continue to the extent permitted by applicable law.
30. NO WAIVER
A failure by Kepler22 to enforce any provision on one occasion does not constitute a waiver of the right to enforce that provision or any other provision in the future, subject to applicable law.
31. COMPLIANCE WITH LAW
The parties intend to comply with all applicable federal, state, and local laws and regulations.
Nothing in these Terms is intended to waive or restrict any non-waivable right or protection provided to the Candidate by applicable law.
If any provision conflicts with mandatory applicable law, the applicable law will control to the extent of the conflict.
32. GOVERNING LAW
The agreement and these Terms will be governed by the laws applicable in the State of Illinois, without regard to conflict-of-law principles, except to the extent applicable law requires otherwise.
Any dispute will be handled in a legally permissible forum and manner under applicable law.
33. CANDIDATE ACKNOWLEDGMENT
By signing the Career Services Agreement and/or electronically accepting these Terms, the Candidate acknowledges that:
