LumioPro is registered in the UK, with its principal place of business at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ. Herein referred to as the "Company".

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Client: The individual or entity named in the Engagement Letter, who signs to confirm their acceptance. This party is referred to as the "Client" throughout this Agreement.

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Parties: Collectively refers to the "Company" and the "Client". Each, individually, is a "Party" under this Agreement.

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Terms of Service: This document, including all clauses, schedules, and amendments, referred to as the "Terms of Service" or "Agreement", outlines the conditions between the Company and the Client.

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Engagement Letter: A document signed by the Client confirming key details such as legal name, business address, and authority to bind the Client. Signing the Engagement Letter signifies the Client's agreement to be bound by this Terms of Service.

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Affiliates: Local entities, subsidiaries, or partners legally associated with the Company to deliver EOR services in specific jurisdictions, ensuring compliance with local regulations, payroll processing, and benefits administration.

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Employee: An individual employed by the Company or its Affiliates for the purpose of providing services to the Client. The Company, as the legal employer, assumes responsibilities for payroll, benefits, and employment law compliance for these employees.

The Company operates as an independent contractor in providing services to the Client. This Agreement does not establish any partnership, joint venture, or direct employment relationship between the Company and the Client.

The Company, acting as the legal employer, manages employment responsibilities for the Client’s workforce, including employee onboarding, payroll, benefits administration, and ensuring compliance with local employment law and tax regulations.

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3.1 Employee Onboarding
The Company handles employment contracts, background checks, and eligibility verification, ensuring compliance with all relevant local legal requirements.

3.2 Payroll Management
The Company manages the calculation and timely distribution of wages, including tax withholdings and national insurance contributions, in compliance with local law.

3.3 Benefits Administration
The Company enrols employees in relevant benefits programmes and manages communications with benefits providers.

3.4 Tax Compliance
The Company is responsible for calculating and remitting taxes, ensuring full compliance with local tax regulations.

3.5 Employment Law Compliance
The Company ensures compliance with local employment laws, including working hours, minimum wage, and statutory benefits, and stays informed about legislative updates affecting employment practices.

3.6 Employee Relations and Support
The Company provides employee support, manages conflicts, and acts as the primary contact for payroll, benefits, and employment issues.

3.7 Termination and Offboarding
The Company oversees employee terminations, exit interviews, final payroll processing, and the return of company equipment, ensuring compliance with local law.

3.8 Record Keeping and Reporting
The Company maintains accurate records of all employment-related activities and provides regular reports to the Client.

3.9 Legal and Regulatory Updates
The Company ensures compliance with changes in local employment law and advises the Client accordingly.

The Company assists with the procurement, delivery, and management of work-related equipment for employees, tracking assets and providing maintenance support where necessary.

To ensure seamless and productive collaboration, both the Company and the Client must maintain open communication and provide prompt, proactive responses at every stage of engagement.

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5.1 Client's General Obligations

• Accurate and Timely Information: The Client must provide accurate and comprehensive information necessary for effective EOR services. This includes, but is not limited to, employee data, job descriptions, and company policies. The Client is responsible for ensuring all information is current and updated promptly when changes occur.

• Adherence to Agreed Processes: The Client agrees to follow established processes and procedures defined by the Company for various EOR services, including payroll processing, employee benefits administration, and legal compliance. This includes respecting deadlines, submission formats, and procedural guidelines.

• Open and Effective Communication: The Client is expected to maintain open lines of communication with the Company. This includes promptly addressing inquiries, requests for information, and feedback from the Company, as well as actively participating in necessary meetings or discussions.

• Collaboration in Problem-Solving: In instances where issues or challenges arise, the Client must actively collaborate with the Company in problem-solving. This involves providing relevant context, participating in discussions to find solutions, and implementing agreed-upon corrective actions.

• Prompt Financial Transactions: The Client is responsible for fulfilling all financial obligations promptly, including timely payments for EOR services rendered, handling reimbursements, and other agreed-upon financial transactions related to their workforce.

• Compliance with Legal and Regulatory Requirements: The Client must comply with all relevant legal and regulatory requirements related to their operations and employees. This includes cooperating with the Company to ensure employment practices align with legal standards.

• Respect for Employment Policies: The Client agrees to respect and adhere to the employment policies and standards administered by the Company, ensuring interactions and directives to employees align with these policies.

5.2 Onboarding a New Employee

The Client must provide detailed information about new employees—including job descriptions, salary details, and start dates—at least 3 working days in advance of the expected start date by completing the employee onboarding form. The Company will prepare offer letters or employment agreements compliant with local labor laws, ensuring they meet legal requirements and protect both the employee and the Client. While the Company may request modifications to these documents for better alignment with specific job roles or company policies, such modifications should not occur frequently and must maintain legal compliance. The Client's understanding and cooperation are essential for efficient onboarding.

5.3 Terminating an Employee

The Client must provide at least 5 working days' notice to the Company for employee terminations, detailing the reasons for termination and the last working day. The Client is responsible for adhering to local labor laws regarding terminations, including costs associated with termination, such as payment for unused Paid Time Off (PTO), severance, and other legally mandated entitlements, ensuring all processes comply with applicable regulations.

5.4 Updating Employee Information

The Client must promptly update the Company on any changes in an employee's job role, salary, personal details, or other significant employment-related changes within 3 working days of the change. This information should be provided using the designated employee information update form. Timely updates are crucial for maintaining accurate payroll processing and compliance with employment laws. Requests for salary updates will take effect in the subsequent payroll cycle, so the Client should communicate any adjustments with sufficient lead time.

5.5 Handling Employee Grievances

The Client plays a critical role in resolving employee grievances. They must promptly inform the Company of any grievances, providing relevant details about the nature of the grievance, involved employees, and any initial steps taken. The Client should actively collaborate with the Company in investigating the grievance, adhering to a predefined grievance-handling procedure that respects legal requirements and the rights of involved employees.

5.6 Reporting Workplace Incidents

The Client must promptly report any workplace incidents or accidents to the Company, including those related to employee health and safety or security breaches. A comprehensive incident report should be submitted as soon as possible, ideally within 24 hours of the occurrence, detailing the incident's nature, involved employees, immediate actions taken, and potential implications. Timely reporting aids the Company in taking appropriate actions and ensures compliance with health and safety regulations.

5.7 Annual Performance Review

Conducting annual performance reviews is a critical responsibility of the Client. They must assess each employee's performance annually, providing comprehensive feedback and evaluations. This process involves preparing and submitting performance review documents to the Company, including performance metrics, employee strengths and areas for improvement, and recommendations for salary adjustments or promotions. These reviews must be conducted fairly, objectively, and timely, adhering to a predefined schedule agreed upon with the Company.

5.8 Equipment Ordering and Management

The Client is responsible for equipping employees with necessary tools and technology. When equipment such as laptops or phones is needed, the Client must initiate the request by providing detailed specifications, including brand, model, technical specifications, and necessary software. This request should be submitted to the Company using the designated equipment order form. The Company will manage procurement, delivery, and setup of the equipment. The Client should also communicate any specific policies related to equipment use and maintenance, ensuring employees understand their responsibilities regarding company assets.

6.1 Employer of Record Fees
The Client agrees to pay a fixed Management Fee for Employer of Record services as outlined in the Engagement Letter, excluding VAT. The Company will inform the Client of any fee adjustments due to local law or regulatory changes.

6.2 Total Cost of Employment (TCE)
The TCE for each Employee includes all costs related to salaries, bonuses, taxes, and benefits (like sick leave and pension contributions). This reflects the full financial commitment from the Client for each Employee under the Employer of Record arrangement.

6.3 Additional Fees

• Additional fees may include:

• Approved expenses such as travel and equipment reimbursements.

• Costs related to Employer of Record services, except those due to the Company's violations.

• Indirect taxes (e.g., VAT, GST) the Client must cover.

• Other agreed fees, including charges for visa applications and intellectual property registrations.

6.4 Changes in Management Fees
The Company may increase the Management Fee annually with 30 days' written notice. If the Client terminates services within this notice period, the increase will not apply. Any fee reductions will take effect immediately.

7.1 Invoices
The Client will be invoiced for Employer of Record Fees in the month before Employee payment dates. After payment, the Client will receive:

• An additional invoice for unbilled fees, or

• A credit note for future invoices.

• Payments are due within 10 days of invoice receipt.

7.2 Payment Charges
The Client may incur additional charges for payment methods and transaction fees for foreign exchanges.

7.3 Late Fees
If any amounts are unpaid within 10 days, the Company may charge interest at 1.5% per month or the maximum rate allowed by law.

7.4 Security Deposit
The Company may require a reserve or other guarantee. The Company can offset any owed amounts with payments or reserves.

7.5 Service Suspension
Failure to pay reserves or late fees may lead to immediate suspension or termination of services at the Client's expense.

8.1 Full Ownership of Intellectual Property
All IP generated by Employees under Employer of Record services belongs to the Client, with full rights assigned to the Client.

8.2 Definition of Affiliates
"Affiliates" include any entities legally associated with the Company involved in providing services.

8.3 Scope of Works
"Works" includes all creative outputs produced by Employees for the Client.

8.4 Comprehensive Intellectual Property Rights
"Intellectual Property Rights" cover all forms of IP. The Company ensures all rights, including future renewals, are assigned to the Client as permitted by law.

9.1 Overview of Affiliates
The Company collaborates with local Affiliates to provide Employer of Record services and ensure compliance with local laws.

9.2 Relationship with the Client
The Client's relationship is with the Company, which manages interactions with Affiliates.

9.3 Responsibilities of Affiliates
Affiliates ensure local compliance and assist with payroll and benefits administration.

9.4 Client's Interaction with Affiliates
Direct interaction with Affiliates is generally not required; the Company will facilitate when necessary.

9.5 Quality Assurance and Oversight
The Company conducts regular audits to ensure Affiliates maintain high service standards.

10.1 Governing Law, Jurisdiction, and Venue
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any legal actions arising out of or relating to this Agreement shall be brought in the courts of England and Wales.

10.2 Arbitration
Disputes arising under this Agreement shall be referred to arbitration in accordance with the rules of the Chartered Institute of Arbitrators. The arbitration shall take place in England, and proceedings shall be conducted in English.

10.3 Information Right
The Company may store and use data related to the services for internal purposes, retaining records for a minimum of 5 years, unless a longer retention period is required by law.

10.4 Confidential Information
Both parties shall treat all shared information as confidential and shall not disclose such information to any third party without prior written consent from the other party, even after the termination of this Agreement.

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10.5 Indemnification
Each party agrees to indemnify and hold harmless the other party against any claims, losses, or liabilities arising from breaches of their respective obligations under this Agreement.

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10.6 Non-Solicitation
Neither party shall solicit the employees of the other party for a period of 12 months following the termination of this Agreement without prior written consent. However, this restriction does not apply to employees who are terminated by the Client. In such cases, LumioPro may assist the employee in finding new employment opportunities.

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10.7 Force Majeure
Neither party shall be liable for any delays or failures in performance resulting from events beyond their reasonable control, including but not limited to acts of God, war, terrorism, or governmental actions.

10.8 Entire Agreement
This Agreement, together with the Engagement Letter, constitutes the entire understanding between the parties and supersedes all prior agreements, understandings, or negotiations, whether written or oral.

10.9 Amendment
No amendments or modifications to this Agreement shall be valid unless made in writing and signed by both parties.

10.10 Waiver
No waiver of any term or condition of this Agreement shall be construed as a waiver of any other term or condition, nor shall any waiver be deemed a continuing waiver.

10.11 Assignment
Neither party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other party.

10.12 Survival
Provisions of this Agreement which by their nature should survive termination shall remain in effect, including but not limited to confidentiality, indemnification, and non-solicitation obligations.

10.13 Counterparts
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.