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Rev. 1.1.2021
<br />
<br />TERMS OF SERVICE
<br />
<br />As used in this document, the term “Company” refers to ADO
<br />Professional Solutions, Inc., also doing business as Accounting
<br />Principals, Ajilon, Paladin Marketing Resources, and Parker + Lynch
<br />Consulting. and the term “Client” refers to the party for which
<br />Company provides services pursuant to the terms and conditions set
<br />forth herein.
<br />
<br />1. Services. Company shall present to Client candidates for such
<br />positions as Client may from time to time request. The details of such
<br />assignments may be set forth in written or electronic communications
<br />between the parties. Company shall verify employment references,
<br />education, and, where applicable, professional licenses. It is ultimately
<br />the responsibility of the client to ensure that candidate's education and
<br />certifications are acceptable, if required. Company shall, at Client’s
<br />expense and to the extent permissible under applicable law, perform
<br />other verification such as criminal background, credit checking and
<br />skills testing as may be requested in writing by Client and
<br />acknowledged by Company prior to commencement of the Candidate’s
<br />temporary assignment. Resumes and other materials concerning
<br />candidates presented by Company shall be forwarded to contact
<br />person(s) designated by Client. Acceptance of candidate resumes
<br />constitutes acceptance of these terms, with or without a signature.
<br />
<br />2. Payment and Invoicing. Company will invoice Client
<br />regularly (no less frequently than weekly) for services performed and
<br />shall be entitled to bill for approved overtime compensation according
<br />to applicable federal or state law and secure reimbursement of approved
<br />travel related and other expenses. Client shall pay invoices upon receipt
<br />and shall be considered in default fifteen (15) days from issuance of
<br />Company invoice, after which time a default charge will be imposed at
<br />one and one-half percent (1 ½%) per month on unpaid balances (annual
<br />percentage rate of eighteen percent (18%)) or the maximum legal
<br />interest rate, whichever is lower. Client agrees to pay all necessary
<br />collection costs of amounts past due, including reasonable attorney’s
<br />fees and costs. Company reserves the right, at its option, to discontinue
<br />any extension of credit. Client shall remain responsible for the payment
<br />of all applicable federal or state sales or use taxes, or related levies,
<br />attributable to the services rendered hereunder. If Client limits any
<br />Company’s assigned employee’s work day to less than four (4) hours,
<br />Company may deem that day to include four (4) hours of time worked,
<br />and may bill Client four (4) hours if Company pays the applicable
<br />employee for the four (4) hours
<br />
<br />3. Relationship of Parties.
<br />
<br />(a) The parties agree that the relationship between them is that of
<br />independent contractor and that neither party shall have any authority to
<br />represent or bind the other and that neither party shall hold itself out or
<br />have any authority as an agent of the other for any purpose whatsoever.
<br />Nothing herein shall be construed as creating a principal and agent, joint
<br />venture, or any other type of relationship besides independent contractor
<br />between Client and Company.
<br />
<br />(b) Company and Client shall each remain solely responsible for
<br />the payment of all wages and benefits for each of their own respective
<br />employees, and neither party shall be responsible for the withholding or
<br />payment of any payroll deductions or taxes, or the provision of workers’
<br />compensation or unemployment insurance coverage, for or on behalf of
<br />employees of the other party or for any payment or expense in respect of
<br />claims arising under the other party’s employee benefit plans. As
<br />between Company and Client, Company shall remain specifically
<br />responsible for any applicable federal, state or local withholding or
<br />income taxes, paying Social Security taxes, and providing
<br />unemployment compensation and workers’ compensation insurance or
<br />coverage for its employees and contractors providing services
<br />hereunder.
<br />
<br />4. Non-Hire and Conversion Fees. Without Company’s
<br />written consent, during the period that Company is providing services to
<br />Client and for twelve (12) months thereafter and except through
<br />Company, Client shall refrain from soliciting, hiring or accepting
<br />services or work from any person who is proposed to Client by
<br />Company or who at any time provided services through or on behalf of
<br />Company, except where the parties have otherwise agreed in writing or
<br />upon the payment of a conversion fee equal one percent (1%) for each
<br />$1,000 of the converted personnel’s anticipated first year gross
<br />compensation (based upon offered annual salary, or hourly rate x 2000),
<br />up to a maximum percentage of thirty percent (30%).
<br />
<br />5. Limits of Liability.
<br />(a) COMPANY EXCLUDES AND DISCLAIMS ALL
<br />WARRANTIES WHATSOEVER, INCLUDING ANY WARRANTY
<br />OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS
<br />FOR PARTICULAR PURPOSE.
<br />
<br />(b) NEITHER PARTY SHALL BE LIABLE TO THE OTHER
<br />WHATSOEVER FOR ANY SPECIAL, CONSEQUENTIAL,
<br />EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING ANY
<br />DAMAGES ON ACCOUNT OF LOST PROFITS, LOST DATA,
<br />LOSS OF USE OF DATA, OR LOST OPPORTUNITY, WHETHER
<br />OR NOT PLACED ON NOTICE OF ANY SUCH ALLEGED
<br />DAMAGES AND REGARDLESS OF THE FORM OF ACTION IN
<br />WHICH SUCH DAMAGES MAY BE SOUGHT.
<br />
<br />6. Indemnification. Each party (the “Indemnifying Party”) will
<br />indemnify, defend and hold harmless the other party (the “Indemnified
<br />Party”) from and against all claims, demands, suits and expenses
<br />(including reasonable attorneys’ fees) brought by any person or party for
<br />property damage and personal injury (including death) arising from the
<br />negligent or illegal act or omission of the Indemnifying Party or any of
<br />its employees and contractors in the performance of services hereunder,
<br />except to the extent of the negligent or illegal act or omission of the
<br />Indemnified Party or its employees and contractors.
<br />
<br />7. Confidentiality and Inventions. Upon written request,
<br />Company shall cause each employee or contractor assigned to provide
<br />services to Client to enter into a confidentiality and invention agreement
<br />in such form as Client may reasonably request. Company shall use
<br />reasonable efforts to maintain the confidentiality of information or trade
<br />secrets provided to or obtained by Company as a result of performing
<br />services to Client which are either identified as confidential or trade
<br />secrets or which a reasonable person would know or reasonably should
<br />know is confidential.
<br />
<br />Each of the parties agrees to comply with all applicable laws, including
<br />but not limited to data protection and privacy laws, in the collection,
<br />processing, and/or storage of personal information received from the
<br />other. Additionally, the parties agree to process personal information
<br />only in furtherance of the intended purpose of this relationship
<br />hereunder and shall not retain, use or disclose such information for any
<br />other purpose. The parties will each at all times have in place, maintain
<br />and use commercially reasonable technical, organizational and physical
<br />security measures and safeguards to adequately protect personal
<br />information and to keep such information confidential. The parties will
<br />each limit access of personal information to those individuals who need
<br />to know such as necessary for the purposes hereof and shall ensure that
<br />each of their respective employees, agents, or contractors are made
<br />aware of the obligations hereunder. Each party will comply with all
<br />data subject requests made by individuals where required by applicable
<br />law.
<br />
<br />8. Client Obligations. Client will direct the performance of all
<br />services performed by Company’s employees during the tenure of their
<br />assignment. Client warrants that it will not entrust Company employees
<br />with cash, checks, negotiables, stocks, bonds, instruments or any other
<br />DocuSign Envelope ID: F9E765DD-91DA-4A2D-BAB1-BB65A99D290E
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