Staffing Terms of Service

Last updated on 10th July 2024.

1. Definitions

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

Client: The entity or individual specified in the Engagement Letter (as defined below), acknowledged by their signature. This party is referred to as the "Client" throughout this Agreement.

Parties: The term "Parties" denotes collectively the "Company" and the "Client" as stipulated and defined in this Agreement. Individually, each shall be designated as a "Party".

Terms of Service: This document, inclusive of all its clauses, stipulations, annexures, and addendums, is referred to as the "Terms of Service" or "Agreement". It outlines the comprehensive conditions and understandings between the Company and the Client.

Engagement Letter: The term "Engagement Letter" refers to the preliminary written agreement executed between the Parties. This document outlines essential details, including the client's legal name, principal place of business, and authorised signatory. By executing the Engagement Letter, the Client expressly agrees to be bound by the terms and conditions within this Terms of Service.

2. Relationship

In providing services under this Agreement, the Company operates solely as an independent contractor to the Client. It is expressly understood that this Agreement does not create any partnership, joint venture, or employer-employee relationship between the Company and the Client.

2. Staffing Service

The "Staffing Service" refers to the Company's provision of identifying, vetting, and placing qualified candidates at the Client's request. Specific details are elaborated below.

Staffing Member
The term "Staffing Member" refers to any individual that the Company sources and assigns to the Client. This person remains under contract with the Company unless otherwise specified.

Intellectual Property Ownership
All intellectual property developed by the Staffing Member during their engagement with the Client shall be the sole property of the Client. The Company ensures appropriate contractual provisions with the Staffing Member to effectuate this.

Work Equipment
Unless otherwise specified, the Staffing Member shall use their own equipment for service delivery. The Company and the Client are not responsible for providing equipment unless agreed in writing.

4. Job Requirements

The Client is responsible for providing the Company with accurate job specifications, which include but are not limited to:

Job Title
Years of Experience
Technical and Soft Skills
Expected Hours of Engagement
Approved Rate for Staffing Member (fixed or hourly)
Ideal Onboarding Date
Location Preferences

5. Collaboration and Responsibilities

Both the Company and the Client commit to open communication to ensure efficient delivery of services. Below is the workflow and key responsibilities:

5.1 Requirement Definition

Client: Provides a detailed job description, qualifications, skills, compensation terms, and other requirements.
Company: Reviews and clarifies requirements, offering market insights if needed.

5.2 Candidate Sourcing

Company: Sources and screens candidates based on Client’s specifications.
Client: Provides timely feedback on candidate profiles.

5.3 Candidate Presentation & Interview Coordination

Company: Presents shortlisted candidates and manages interview scheduling.
Client: Reviews profiles, selects candidates, and provides interview availability.

5.4 Decision Making & Job Offer

Client: Makes the hiring decision and prepares necessary documents for onboarding.
Company: Communicates offers and finalises the hiring process.

5.5 Onboarding

Client: Manages onboarding, provides access, and assigns a point of contact.
Company: Assists with communication and initial queries.

5.6 Billing and Payment

Company: Issues invoices based on agreed terms.
Client: Ensures timely payment and addresses any disputes promptly.

5.7 Remuneration Compliance

Company: Ensures all compensation complies with applicable laws.
Client: Ensures Staffing Member payment according to terms.

6. Rates and Payment

The payment structure depends on the Staffing Member's engagement type, as set out in the Engagement Letter.

6.1 Monthly Rate Engagement

The engagement will auto-renew monthly unless otherwise agreed.
Invoices will be issued on the first working day of each month, and the Client is required to pay within 10 days of receipt.

6.2 Hourly Rate Engagement

The Client must provide an accurate time-tracking system for the Staffing Member.
The Client must approve timesheets monthly, following which an invoice will be issued.
The Client must remit payment within 5 working days of invoice receipt.

6.3 Late Payment Consequences
The Company reserves the right to suspend services if payment is not received within the specified timeframe.

7. Termination

7.1 Monthly Rate Engagement
The Client must provide 1 month's notice before terminating a monthly rate engagement.

7.2 Hourly Rate Engagement
The Client may terminate hourly engagements at any time by providing written notice. The Client must compensate the Staffing Member for hours worked.

7.3 Staffing Member Unavailability
If a Staffing Member becomes unavailable, the Company will notify the Client and terminate that specific engagement, without affecting the broader Agreement.

8. Direct Hire Transition Fee

If the Client directly hires a Staffing Member within 12 months of their engagement, a fee of 25% of the member's first-year salary will apply.

9. Miscellaneous

9.1 Governing Law and Jurisdiction
This Agreement is governed by the laws of England and Wales. Any disputes arising shall be submitted to the courts of England.

9.2 Arbitration
Disputes will be settled by arbitration in accordance with UK laws, conducted in English.

9.3 Confidential Information
Both Parties agree to protect confidential information and not disclose it to third parties without prior written consent.

9.4 Indemnification
Both Parties agree to indemnify each other for losses resulting from breaches of this Agreement.

9.5 Non-Solicitation

For 12 months following the termination of this Agreement, neither Party shall directly or indirectly solicit or hire the other Party's employees 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.

9.6 Force Majeure
Neither Party will be liable for failure to fulfil obligations due to unforeseeable events beyond their control.

9.7 Entire Agreement
This Agreement, together with the Engagement Letter, constitutes the entire understanding between the Parties.

9.8 Amendment
This Agreement may only be amended in writing, signed by both Parties.

9.9 Waiver
No waiver of any provision shall constitute a further waiver unless expressly agreed in writing.

9.10 Assignment
Neither Party may assign its rights or obligations under this Agreement without prior written consent.

9.11 Survival
Provisions relating to Confidential Information, Indemnification, and Non-Solicitation shall survive the termination of this Agreement.