Terms and Conditions
By accepting services from PSG Global Solutions you agree to the terms and conditions listed in this agreement. This agreement covers important topics like responsibilities, confidentiality, fees and charges, termination, limitation of liability, restrictions on hire, and other miscellaneous topics.
BUSINESS ENGAGEMENT
PSG Global Solutions is engaged in the business of procuring skilled professionals outside of the United States and making the services of such professionals available to companies wishing to outsource personnel for permanent positions or project assignments. All professionals procured by PSG Global Solutions and assigned to the Client are employees and/or affiliates of PSG Global Solutions and are not employees of Client (hereinafter, all such persons assigned to Client being referred to as "Assigned Employees"); and Client desires to utilize the services offered by PSG Global Solutions to access Assigned Employees for the performance offshore of certain jobs or project assignments.
PSG GLOBAL SOLUTIONS RESPONSIBILITIES
PSG Global Solutions and/or its affiliates will perform the following:
Procure offshore personnel for each position sought to be staffed by Client with an Assigned Employee;
Administer and pay all wages and benefits to all Assigned Employees;
Administer and remit to the appropriate taxing authorities all payroll taxes and withholdings, and maintain all worker’s compensation insurance required as the employer of Assigned Employees; and
Assure that all Assigned Employees have appropriate telecommunications equipment including computers, phone and internet access to perform their responsibilities on behalf of Client; provided that any licenses necessary to use or access any custom or proprietary software utilized by Client in the operation of its business shall be the responsibility of the Client.
CLIENT RESPONSIBILITIES
a. Client agrees that it shall be responsible for:
Preparing accurate job descriptions and skill level requirements for each position sought to be filled with an Assigned Employee;
Providing and communicating all special training, work protocols, guidelines or other Client specific instructions applicable to performance of work by each Assigned Employee; and
Assignment, control and monitoring of all passwords and access codes to proprietary and confidential data.
Client expressly acknowledges that it is responsible for the management, supervision, evaluation, accuracy and quality of all work performed by each Assigned Employee, and that Client’s sole and exclusive remedy for any claim of breach of trust or that the work performed by an Assigned Employee is not satisfactory shall be to terminate this Agreement or the Assigned Employee in accordance with the procedures set forth in the paragraph titled "Termination".
CONFIDENTIALITY
PSG Global Solutions and Client agree that any information that is proprietary or confidential to the other shall be held in confidence and shall not be disclosed or revealed to any third party except as required to effect performance under this Agreement or as otherwise may be required by law. PSG Global Solutions affirms that all Assigned Employees have executed agreements evidencing their obligation not to disclose or use any confidential or proprietary information of Client.
FEES AND CHARGES
Client agrees to remit to PSG Global Solutions the fee associated with each position identified on any agreed Job Order or other document. PSG Global Solutions reserves the right to increase the charge for a position by not more than 2.5% during each six (6) month period following the assignment’s start date; any increase in excess of this 2.5% amount require written approval from the client. All fees shall be due before the first day of the month for which service is to be rendered. Client agrees that fees will not be subject to offset or reduction.
TERMINATION
Termination of services to be determined by "Job Order" agreement. It is agreed that PSG Global Solutions may suspend or terminate the provision of services by an Assigned Employee to Client upon any failure by Client to remit payment when due for services provided under this Agreement.
LIMITATION OF LIABILITY
Client acknowledges and agrees that PSG Global Solutions is not a guarantor of the performance of any Assigned Employee furnished under this Agreement and that no representation or warranty is made by PSG Global Solutions that Assigned Employees will in fact perform to the satisfaction of the Client or perform services for any fixed duration. Client agrees that its sole remedy for the actions or inactions of an Assigned Employee shall be to effect a termination of such Assigned Employee or of this Agreement as stated in "Termination" paragraph above. UNDER NO CIRCUMSTANCES SHALL PSG GLOBAL SOLUTIONS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES RESULTING FROM THE ACTION OR INACTION OF AN ASSIGNED EMPLOYEE OR ANY BREACH OF THIS AGREEMENT EVEN IF PSG GLOBAL SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY FOR THE ACTION OR INACTION OF AN ASSIGNED EMPLOYEE OR ANY BREACH OF THIS AGREEMENT BY PSG GLOBAL SOLUTIONS SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO PSG GLOBAL SOLUTIONS DURING THE PRECEDING SIX (6) MONTH PERIOD FOR THE SERVICES OF THE ASSIGNED EMPLOYEE(S) WHO IS (ARE) THE SUBJECT OF SUCH ALLEGED BREACH.
RESTRICTIONS ON HIRE
Client acknowledges that all Assigned Employees and other employees of PSG Global Solutions are employees and/or affiliates of PSG Global Solutions and that Client will not take any action designed or intended to interfere with such relationships, including without limitation, (i) the direct employment of an Assigned Employee or other PSG Global Solutions employee by Client, (ii) the engagement of an Assigned Employee or other PSG Global Solutions employee through any other vendor of offshore services, or (iii) the referral of an Assigned Employee or other PSG Global Solutions employee to a third party that subsequently hires or otherwise engages the services of the Assigned Employee (collectively, the "Restricted Activities"). In the event Client shall engage in any such Restricted Activities related to an Assigned Employee, Client agrees to pay to PSG Global Solutions a fee equal to one hundred percent (100%) of the charges invoiced to Client for such Assigned Employee during the twelve (12) month period preceding the date Client terminated its engagement of the Assigned Employee from PSG Global Solutions. If such Assigned Employee has not been utilized by Client for twelve (12) months, the fee shall be reasonably extrapolated based on the actual duration of services. The provisions of this Section shall not apply to Restricted Activities that occur with respect to an Assigned Employee after twelve (12) months from the end of such Assigned Employee’s assignment with Client. In the event Client shall engage in any such Restricted Activities related to any PSG Global Solutions employees other than an Assigned Employee, Client agrees to pay the PSG Global Solutions a fee equal to two hundred percent (200%) of the annual total cash compensation of such PSG Global Solutions employee.
CUSTOMER AGREEMENT
This Agreement shall serve as a master agreement between the parties and establishes the terms applicable to each position or project assignment now or hereafter engaged by Client. Each position or project assigned shall be identified on a Job Order or other document at rates which are agreed to by Client and PSG Global Solutions.
MISCELLANEOUS
These Terms and Conditions and each Job Order which now or hereafter forms a part hereof shall govern the terms and conditions of each Assigned Employee engaged by Client hereunder. Any ambiguity between a provision of a Job Order and these Terms and Conditions shall be resolved in favor of these Terms and Conditions. If the Assigned Employee engaged by Client is governed by a "Services Agreement", rather than a Job Order, any ambiguity between a provision of such a Services Agreement and these Terms and Conditions shall be resolved in favor of the Services Agreement.