Terms & Conditions
- Lenticas is in the business of providing its clients with outplacement or outsourcing services, including the placement of remote contractors.
- The Client has asked, or is considering asking, Lenticas to offer its services to The Client for the placement of contractors.
- Lenticas will provide the Services to The Client on the terms and conditions of this Service Agreement.
IT IS AGREED as follows:
- DEFINITIONS AND INTERPRETATION
Schedule 1 sets out the Definitions and Interpretation rules for this Service Agreement.
- DAY TO DAY OPERATION OF THIS AGREEMENT
2.1 The processes by which The Client may engage Lenticas, make a Request for Services, select an appropriate Lenticas Employee and perform other day-to-day activities pursuant to this Contract are set out within the terms and conditions on Lenticas’s website, which by incorporation forms part of this Service Agreement
2.2 The Client acknowledges and agrees that by entering into this Agreement with Lenticas, this Agreement does not create, establish or otherwise constitute an employment relationship or agreement with Lenticas. The Client assumes all liability for the proper classification of the Lenticas Employee as independent contractors based on any applicable local guidelines. This Agreement does not create a partnership or agency relationship between The Client and the Lenticas Employee who does not have any authority to enter into written or oral (whether implied or express) contracts on behalf of The Client.
3.1 This Service Agreement will commence on the Commencement Date and will continue on a month to month term until terminated in accordance with clause 12.
4.1 The Client must pay Lenticas for the Services in the amounts and at the time set out in Schedule 1 and upon such terms and conditions on Lenticas’s website which by incorporation forms part of this Service Agreement.
4.2 The provisions of Schedule 1 forms part of and are operative under this Contract.
- NO LANTICAS LIABILITY
5.1 Lenticas is not liable for any loss, damage, costs or compensation (whether direct or indirect) which may be suffered by The Client, or for which The Client may become liable, arising from:
- a) the introduction by Lenticas of Lenticas Employee s to The Client (or any delay in such introduction);
- b) the failure of any Lenticas Employee to accept an offer of an Assignment; or
- c) the performance of any Lenticas Employee who accepts an Assignment with The Client.
- THE CLIENT’S INDEMNITY TO LENTICAS
6.1 The Client indemnifies Lenticas in respect of losses, liabilities or claims arising from or related to:
- a) any acts and omissions of any Lenticas Employee when performing his or her obligations during an Assignment with The Client;
- b) any injury suffered by (including death of) a Lenticas Employee because of that Lenticas Employee performing his or her obligations; and
- d) any damage to property because of the performance of any obligations by a Lenticas Employee.
6.2 The Client indemnifies Lenticas in respect of any claims by a Lenticas Employee arising from the termination of the Lenticas Employee Assignment by The Client and/or any breaches of laws applicable in any jurisdiction in which the Lenticas Employee may operate or provides the Services.
RESTRICTION ON DIRECT HIRING OF LENTICAS SERVICE EMPLOYEES
7.1 If The Client or a related body corporate make an offer of permanent employment or further projects or different assignments to a Lenticas Employee who is performing an Assignment for The Client (or who has performed an Assignment for The Client during the previous twelve (12) months) which is accepted by that Lenticas Employee , The Client must pay to Lenticas 5,000.00 USD for each Lenticas employee who has been employed by the Client, which amount may be amended from time to time in writing at the absolute discretion of Lenticas.
7.2 Upon termination of this Contract, The Client or a related body corporate cannot make an offer in respect of a contract, permanent employment, further projects or different assignments to a Lenticas Employee who is performing an Assignment for The Client (or who has performed an Assignment for The Client during the previous twelve (12) months) until after 12 months following the termination of this Contract.
7.3 The Client cannot directly offer a contract, permanent employment, projects or assignments to a Lenticas Employee ’s friends, family members, referrals and network to perform an Assignment for The Client without the involvement and approval of Lenticas.
7.4 Exchanging and asking for any information relating to the agreement such as contract payments and rate between Lenticas and Lenticas Employee is strictly prohibited under this agreement.
- INTELLECTUAL PROPERTY
8.1 All material prepared by the Lenticas Employee during the term of this Contract arising out of or concerning the Services (“the Contracted Material”) shall be the sole property of The Client and the ownership of and any Intellectual Property Rights subsisting in any such work shall vest in The Client. All information relating to The Client’s customers, users, and in particular and without limitation, customers, user of Client’s site, and all rights associated with such information are the exclusive property of The Client
8.2 On termination of this Contract, the Lenticas Employee will immediately deliver any material, software or hardware given by The Client to Lenticas so that Lenticas may return them to The Client subject to payment of freight changes by The Client.
8.3 Lenticas, the Lenticas Employee and The Client acknowledge and agree that they cannot to use, re-use, distribute, publish, license, sub-license, reproduce, create derivative work, copy, supply or communicate any Intellectual Property Right which belongs to the other party except as required by law.
The parties (including the Lenticas Employee) agree that they will handle all Personal Information in accordance with the Privacy Laws, and that they will use Personal information solely for the purpose of carrying out their respective obligations pursuant to this Contract.
- CONFIDENTIAL INFORMATION
10.1 Subject to Clause 10.2, the Parties may only disclose any Confidential Information where disclosure is required by law or by any notice, order or regulation of any regulatory authority (a ‘Disclosure Obligation’).
10.2 When a Disclosure Obligation occurs:
- a) The Party that is subject to the Disclosure Obligation must inform the other party in writing of any disclosure required by a Disclosure Obligation before or, if this is not practical, as soon as the disclosure is made.
- b) The Party that is subject to the Disclosure Obligation must use reasonable endeavors to (and assist the other Party to) restrict distribution of the Confidential Information disclosed and otherwise take all reasonable steps to preserve the confidentiality of the Confidential Information the subject of the Disclosure Obligation.
- c) The parties must consult with each other and endeavor to agree the content of any announcement the Party that is subject to the Disclosure Obligation is required to make (to the extent practical within the requirements of the Disclosure Obligation).
- d) The Party that is subject to the Disclosure Obligation must not, without the prior written consent of the other Party, take (or omit to take, or procure, suffer, or permit to be taken) any action as a result of which it may become subject to a legal obligation to disclose Confidential Information, except for actions which necessarily arise in connection with the this Agreement.
Each party represents and warrants to the other party that:
- a) there are no actions, claims, proceedings or investigations pending or threatened against it or by it of which it is aware, and which may have a material effect on the subject matter of this Contract.
- b) it has all licences, authorisations, consents, approvals and permits required by all applicable laws and regulations in order to perform its obligations under this Contract, and otherwise complies with all laws and regulations applicable to the performance of those obligations;
12.1 A party (“the first party”) may immediately (or with effect from any later date it may nominate) terminate this Contract by written notice to the other party if:
- a) the other party materially breaches this Contract or any other Contract between the parties and fails to remedy such breach within 5 Business Days of receipt of notice from the first party specifying the breach and requiring it to be remedied;
- b) a receiver, controller, liquidator, administrator or other like person is appointed for the whole or substantially the whole of the other party’s assets, undertaking or business;
- c) a mortgagee or chargee enforces a security held in respect of the whole or substantially the whole of the other party’s assets undertaking or business;
- d) a scheme of arrangement between the other party and its creditors is entered into; or
- e) the other party becomes insolvent or is otherwise unable to pay its debts as and when they become due.
12.2 Subject to The Client complying with the provisions set out in Schedule 1, The Client may appoint the Lenticas Employee on a trial basis which is a minimum of 1 hour and a maximum of 10 days. During the trial period The Client may terminate the Lenticas Employee immediately or at the end of the trial period subject to The Client pre-paying for the period that the Lenticas Employee has worked for The Client.
12.3 Subject to The Client complying with the provisions set out in Schedule 1, if The Client appoints the Lenticas Employee other than on a trial basis, The Client may terminate the Lenticas Employee in the following manner:
(a) if the Lenticas Employee has been appointed by The Client for less than 6 months from his or her appointment, a period of 30 days notice is required;
(b) if the Lenticas Employee has been appointed by The Client for more than 6 months, a period of 60 days notice is required;
12.4 Provisions of this agreement that are capable of having effect will survive its termination.
12.5 The expiry or termination of this Contract will not affect or limit any accrued rights of the parties.
12.6 Upon termination:
(a) The Client will return to Lenticas all Lenticas’s Confidential Information, copies of Lenticas’s Intellectual Property Rights and any other property Lenticas has provided to The Client during the Contract; and
(b) Lenticas and/or the Lenticas Employee will return to The Client all The Client’s Confidential Information, copies of The Client’s Intellectual Property Rights and any other property The Client has provided to Remove Staff and/or the Lenticas Employee during the Contract.
The Client accepts the scope, terms and conditions of this Contract and as set out within the terms and conditions on Lenticas’s website at www.capitalnumbers.com, which by incorporation form part of this Contract by:
(a) The Client making a Request for Services; or
(b) The Client appointing Lenticas to provide services to The Client; or
(c) The Client selecting a Lenticas Employee ; or
(d) The Client making a payment of any amounts listed within Schedule 1, including but not limited to set up fees, monthly fees and/or any payment of Lenticas invoices (whichever is the earliest); or
(e) The Client indicating its acceptance electronically or in any other format provided by Lenticas.
- DUTY OF CONFIDENTIALITY
- Lenticas and the Lenticas Employee acknowledge that during this Contract they may each have access to Confidential Information of The Client.
- Lenticas and the Lenticas Employee warrant and undertake not to disclose, use or otherwise deal with any Confidential Information regarding The Client except:
- for the purpose of providing the Services;
- when required to do so by law; or
- with the prior written consent of the Client.
- Confidential Information shall include, but not be limited to, any information, which relates to the business, processes, operation, methodology, communications, information, techniques, services, pricing, strategies, programming or research or any information that Lenticas or the Lenticas Provider acquired during the term of this Contract.
- On the termination of this Contract, or earlier if required to do so by either party, the Lenticas Employee shall return to the Client any material containing Confidential Information then in his or her possession, or destroy or delete any copies of such material in his or her possession. Lenticas Employee must carry out an immediate hand over of all existing tasks.
SCHEDULE 1 -FEE STRUCTURE
Regular Billing System
- If The Client selects and appoints a Lenticas Employee :
(a) after a trial period has been completed; or
(b) on any basis other than on a trial basis; or
(c) pursuant to the Request for Services
then The Client must use the Regular Billing System.
- The Regular Billing System applies to The Client who selects and appoints the Lenticas Employee on an exclusive basis on monthly rates.
- The Client must pay Lenticas for the Services in advance by using either of the following 2 options:
(a) prepaid payments
(b) regular monthly payments
– Credit Card Online Payment
– Direct Debit of Credit Cards and Bank Accounts
– Electronic Fund Transfer
- Each payment under the Regular Payment Option is to be made in advance or on an agreed fixed monthly date
- The Clients are able to make payments via electronic fund transfer (EFT) into Lenticas’s PKR bank accounts.
- If there are any overtime payments due on Regular Monthly Payments, the amount of overtime chargeable to The Client will be included in the following month’s invoice.
- The Client at any time may request a refund of the amount held in the Client’s Available Balance subject to a 2 week refund processing period.
(a) the Available Balance falls below zero; or
(b) The Client does not make any payment under the Prepaid Payment Option and/or the Regular Monthly Payment Option,
Lenticas is entitled to suspend the services of the Lenticas Employee for a period of 5 Business Days (“Suspension Period”)
- During the Suspension Period, The Client must pay to Lenticas any amount in arrears or required to maintain the Available Balance otherwise Lenticas is entitled to terminate the Contract.
- The Lenticas Employee is entitled to request leave on public holidays of his or her location.