Staffing Terms and Conditions

GENERAL STAFFING (“Temp-to-perm”) TERMS AND CONDITIONS

(Looking for Direct Hire Terms and conditions?)

ASAP Services LLC, with its principal office located at 2645 Executive Park Dr., Weston, FL 33331 (hereinafter “ASAP”), and the company, organization or legal entity accepting this terms and conditions (hereinafter “THE CLIENT”) agree to the terms and conditions set forth in this Direct Hire Agreement (the “Agreement”).

ASAP’s Duties and Responsibilities

  1. ASAP will:
  • Recruit, screen, interview, hire and assign employees (“Assigned Employees”) to perform the type of work described on Exhibit A under THE CLIENT’s supervision at the locations specified on Exhibit A;
  • Pay Assigned Employees’ wages and provide them with the benefits that ASAP offers to them;
  • Pay, withhold, and transmit payroll taxes; provide unemployment insurance; and handle unemployment claims involving Assigned Employees;
  • Require Assigned Employees to sign a confidentiality agreement (NDA).

THE CLIENT’s Duties and Responsibilities

  1. THE CLIENT will:
  • Properly supervise Assigned Employees performing its work and be responsible for its business operations, products, services, and intellectual property;
  • Properly supervise, control, and safeguard its premises, processes, or systems, and not permit Assigned Employees to operate any vehicle or mobile equipment, or entrust them with unattended premises, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables without ASAP’s express prior written approval or as strictly required by the job description provided to ASAP;
  • Provide Assigned Employees with a safe work site and provide appropriate information, training, and safety equipment with respect to any hazardous substances or conditions to which they may be exposed at the work site;
  • Not change Assigned Employees’ job duties without ASAP’s express prior written approval; and
  • Exclude Assigned Employees from THE CLIENT’s benefit plans, policies, and practices, and not make any offer or promise relating to Assigned Employees’ compensation or benefits.

Payment Terms, Bill Rates, and Fees

  1. THE CLIENT will pay ASAP for its performance at the rates set forth on Exhibit A and will also pay any additional costs or fees set forth in this Agreement. ASAP will invoice THE CLIENT for services provided under this Agreement on a weekly basis for every approved or electronically approved Assigned Employees’ timesheet. Payment are defined in the agreed proposal. If a portion of any invoice is disputed, THE CLIENT will pay the undisputed portion.
  2. An additional fee (“conversion fee”) will be charged to THE CLIENT to transfer Assigned Employee from ASAP to THE CLIENT as follows, (a) if ASAP has billed less than the agreed amount of minimum to convert number of hours for a specific Assigned Employee, THE CLIENT will be charged, as a conversion fee, for the amount or percentage agreed by both parties in the signed proposal minus eighteen percent (11.25%) of billed amount {(Direct Hire Fee [x% of annualized base salary]) – (11.25% of billed amount for specific assignment)}, (b) if ASAP has billed more than  the agreed amount of minimum to convert number of hours for this Assigned Employee, THE CLIENT will not be charged for a conversion fee. (Exhibit A)
  3. Assigned Employees are presumed to be non-exempt from laws requiring premium pay for overtime, holiday work, or weekend work. ASAP will charge THE CLIENT special rates for premium work time only when an Assigned Employee’s work on assignment to THE CLIENT, viewed by itself, would legally require premium pay and THE CLIENT has authorized, directed, or allowed the Assigned Employee to work such premium work time. THE CLIENT’s special billing rate for premium hours will be the same multiple of the regular billing rate as ASAP is required to apply to the Assigned Employee’s regular pay rate. (For example, when federal law requires 150% of pay for work exceeding 40 hours in a week, THE CLIENT will be billed at 150% of the regular bill rate.)
  4. If THE CLIENT uses the services of any Assigned Employee as its direct employee, as an independent contractor, or through any person or firm other than ASAP during or within 365 days after termination of any assignment of the Assigned Employee to THE CLIENT from ASAP, THE CLIENT must notify ASAP and (a) continue the Assigned Employee’s assignment from ASAP for his or her next 4 month for THE CLIENT; or (b) pay ASAP a fee in the amount of 30% of the Assigned Employee’s annualized compensation, or $ 7,800.00, whichever is higher.
  5. In addition to the bill rates specified in Exhibit A of this Agreement, THE CLIENT will pay ASAP the amount of all new or increased labor costs associated with THE CLIENT’s Assigned Employees that ASAP is legally required to pay, such as wages, benefits, payroll taxes, social program contributions, or charges linked to benefit levels, until the parties agree on new bill rates.

Late Payment Penalty 

THE CLIENT agrees to pay within the agreed time frame defined in the signed proposal and to pay interest on any unpaid balances after 15 days from the date of receipt of 1% calculated from the date of receipt. THE CLIENT agrees to reimburse ASAP for all reasonable costs of collection, including attorney fees.

Confidential Information

  1. Both parties may receive information that is proprietary to or confidential to the other party or its affiliated companies and their clients. Both parties agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law. No knowledge, possession, or use of THE CLIENT’s confidential information will be imputed to ASAP as a result of Assigned Employees’ access to such information.

Cooperation

  1. The parties agree to cooperate fully and to provide assistance to the other party in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve Assigned Employees.

Indemnification and Limitation of Liability

  1. To the extent permitted by law, ASAP will defend, indemnify, and hold THE CLIENT and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by ASAP’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in paragraph 1; or the negligence, gross negligence, or willful misconduct of ASAP or ASAP’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.
  2. To the extent permitted by law, THE CLIENT will defend, indemnify, and hold ASAP and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by THE CLIENT’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in paragraph 2; or the negligence, gross negligence, or willful misconduct of THE CLIENT or THE CLIENT’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.
  3. Neither party shall be liable for or be required to indemnify the other party for any incidental, consequential, exemplary, special, punitive, or lost profit damages that arise in connection with this Agreement, regardless of the form of action (whether in contract, tort, negligence, strict liability, or otherwise) and regardless of how characterized, even if such party has been advised of the possibility of such damages.
  4. As a condition precedent to indemnification, the party seeking indemnification will inform the other party within 3 business days after it receives notice of any claim, loss, liability, or demand for which it seeks indemnification from the other party; and the party seeking indemnification will cooperate in the investigation and defense of any such matter.
  5. The provisions in paragraphs 9 through 13 of this Agreement constitute the complete agreement between the parties with respect to indemnification, and each party waives its right to assert any common-law indemnification or contribution claim against the other party.
  6. ASAP shall not be responsible for the work stoppage and/or suspensions of services from the Assigned Employee, due to collective conflicts, inappropriate conditions in the facilities of THE CLIENT, any breach of THE CLIENT to the special regulation regarding safety, health and environment, or any other reasons different from a legal strike due to the breach of obligations caused by ASAP.
  7. Finally, ASAP shall not be responsible for claims that originated from: i) any illicit action of THE CLIENT, its workers or people under THE CLIENT’s responsibility or ii) goods which are under the care or custody of THE CLIENT, or iii) or deficiencies, faults or mistakes in the service of the Assigned Employee.  If however THE CLIENT informs ASAP it is dissatisfied with the performance of any individual working as part of the Assigned Employee, ASAP shall take steps to remedy the dissatisfaction which may include replacement of the individual with an alternate individual of equivalent skill and competence to the satisfaction of THE CLIENT.

Equal Employment Opportunity

  1. It is the ASAP’s policy to provide employment, training, compensation, promotion, and other conditions of employment without regard to race, color, religion, national origin, sex, marital or veteran status, age, disability, or other protected category.

Miscellaneous

  1. Provisions of this Agreement, which by their terms extend beyond the termination or nonrenewal of this Agreement, will remain effective after termination or nonrenewal.
  2. No provision of this Agreement may be amended or waived unless agreed to in a writing signed by the parties.
  3. Each provision of this Agreement will be considered severable, such that if any one provision or clause conflicts with existing or future applicable law or may not be given full effect because of such law, no other provision that can operate without the conflicting provision or clause will be affected.
  4. This Agreement and the exhibits attached to it contain the entire understanding between the parties and supersede all prior agreements and understandings relating to the subject matter of the Agreement.
  5. The provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective representatives, successors, and assigns.
  6. The failure of a party to enforce the provisions of this Agreement will not be a waiver of any provision or the right of such party thereafter to enforce each and every provision of this Agreement.
  7. THE CLIENT will not transfer or assign this Agreement without ASAP’s written consent.
  8. Any notice or other communication will be deemed to be properly given only when sent via the United States Postal Service or a nationally recognized courier, addressed as shown on the first page of this Agreement.
  9. Neither party will be responsible for failure or delay in performance of this Agreement if the failure or delay is due to labor disputes, strikes, fire, riot, war, terrorism, acts of God, or any other causes beyond the control of the nonperforming party.
  10. ASAP will conduct background checks on candidates as requested by THE CLIENT. Background checks will be conducted at ASAP’s expense. Drug screening will be conducted at THE CLIENT’s expense.

Term of Agreement

  1. This Agreement will be for a term of one year from the first date on which both parties have executed it. The Agreement may be terminated by either party upon 30 days written notice to the other party, except that, if a party becomes bankrupt or insolvent, discontinues operations, or fails to make any payments as required by the Agreement, either party may terminate the agreement upon 72 hours written notice.

THE CLIENT may also terminate this Agreement by convenience at any time, by providing thirty (30) days prior written notification. In such event, a sum equivalent to four weeks of service, calculated in conformity with the established conditions in the Exhibit A, shall be payable to ASAP as an indemnity.

Terms and Conditions