Tri-Starr Talent Services Terms and Conditions
1. Responsibilities and Expectations
Tri-Starr Talent will:
c. Pay, withhold, and transmit payroll taxes; provide unemployment insurance and workers’ compensation benefits; and handle unemployment and workers’ compensation claims involving Assigned Employees.
d. Require Assigned Employees to sign agreements (in the form of Exhibit B) acknowledging that they are not entitled to holidays, vacations, disability benefits, insurance, pensions, or retirement plans, or any other benefits offered or provided by CLIENT; and
e. Require Assigned Employees to sign confidentiality agreements (in the form of Exhibit C) before they begin their assignments to CLIENT.
f. Inquire about the working conditions to which Assigned Employees will be exposed at CLIENT’s work site, provide general safety training to Assigned Employees in a language that the Assigned Employees understand, and confirm that Client has provided site-specific safety and health training and safety and personal protective equipment (PPE) required by the Occupational Safety and Health Act of 1970, applicable state and local laws and regulations, as well as any work rules of CLIENT;
g. Comply with federal, state and local labor and employment laws applicable to Assigned Employees, including the Immigration Reform and Control Act of 1986; the Internal Revenue Code (“Code”); the Employee Retirement Income Security Act (“ERISA”); the Health Insurance Portability and Accountability Act (“HIPAA”); the Family Medical Leave Act; Title VII of the Civil Rights Act of 1964; the Americans with Disabilities Act; the Fair Labor Standards Act; the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the Uniformed Services Employment and Reemployment Rights Act of 1994; as set forth in subparagraph h. below, the Patient Protection and Affordable Care Act (ACA); and the Occupational Safety and Health Act of 1970.
h. Comply with all provisions of the ACA applicable to Assigned Employees, including the employer shared responsibility provisions relating to the offer of “minimum essential coverage” to “full-time” employees (as those terms are defined in Code §4980H and related regulations) and the applicable employer information reporting provisions under Code §6055 and §6056 and related regulations.
1.1 Right to Control
In addition to STAFFING FIRM’S duties and responsibilities set forth in paragraph 1, STAFFING FIRM, as the common law employer, has the right to physically inspect the work site and work processes to assess any potential work site hazards to Assigned Employees; to conduct post-accident/incident investigations; to audit CLIENT’S safety and training records; to review and address, unilaterally or in coordination with CLIENT, Assigned Employee work performance issues; and to enforce STAFFING FIRM’s employment policies relating to Assigned Employee conduct at the worksite.
2. Duties and Responsibilities
b. Properly train, 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 STAFFING FIRM’s express prior written approval or as strictly required by the job description provided to STAFFING FIRM;
c. Provide Assigned Employees with a safe work site and working conditions that comply with the Occupational Safety and Health Act of 1970 and applicable state and local laws and regulations.
Payment Terms, Bill Rates, and Fees
Invoices will be supported by the pertinent time sheets or other agreed system for documenting time worked by the Assigned Employees. Client’s signature or other agreed method of approval of the work time submitted for Assigned Employees certifies that the documented hours are correct and authorizes Tri-Starr Talent to bill Client for those hours. If a portion of any invoice is disputed, Client will pay the undisputed portion.
Assigned Employees are presumed to be non-exempt from laws requiring premium pay for overtime, holiday work, or weekend work. Tri-Starr Talent will charge Client special rates for premium work time only when an Assigned Employee’s work on assignment to Client, viewed by itself, would legally require premium pay and Client has authorized, directed, or allowed the Assigned Employee to work such premium work time. Premium pay is defined as 1.5 times the regular rate once Assigned Employees exceed 40 hours.
If Client uses the services of any Assigned Employee as its direct employee, as an independent contractor, or through any person or firm other than Tri-Starr Talent during or within one year after the date the Assigned Employee is assigned to Client from Tri-Starr Talent, Client must notify Tri-Starr Talent and (i) continue the Assigned Employee’s assignment from Tri-Starr Talent for the remainder of the pro-rated period of time already worked during the original assignment; or (ii) pay Tri-Starr Talent a fee based on the pro-rated period of hours already worked during the original assignment.
Reimbursable expenses incurred by Tri-Starr Talent will be billed to the client at cost plus 5%. These items may include but are not limited to: travel, lodging, rental car, per diem, mileage (billed at IRS rate) and parking and any hardware/software purchased by Tri-Starr Talent for the projects.
Tri-Starr Talent will request in writing a copy of Client’s background screening policy and drug screen policy in order to comply with all applicable laws including FCRA and EEOC. To this extent, and if requested, Tri-Starr Talent will confirm in writing or provide an Attestation that we have complied with Client’s policy requirements.
Tri-Starr talent is committed to providing our clients with candidates possessing appropriate character, disposition, and honesty. Tri-Starr Talent takes this commitment very seriously. A criminal history does not always preclude employment, and Tri-Starr Talent considers pertinent factors in determining whether to recommend an associate with a criminal history, including guidelines for the number and severity of convictions that are considered disqualifying for most positions absent extenuating circumstances. Should an employer choose to employ a candidate in disregard of those guidelines and/or the recommendation of San Antonio Manufacturing Solutions, the employer does so at its own risk and waives any claim against Tri-Starr Talentout of hiring of such candidate.
Accordingly, in consideration for the services provided by Tri-Starr Talent, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, EMPLOYER AGREES TO DEFEND AT ITS OWN COSTS AND TO INDEMNIFY AND HOLD HARMLESS TRI-STARR TALENT AND ITS SUBSIDIARIES, ITS OWNERS, OFFICERS, AGENTS AND EMPLOYEES FROM ANY AND ALL LIABILITY, DAMAGES, LOSSES, CLAIMS AND EXPENSES, HOWEVER CAUSED, RESULTING DIRECTLY OR INDIRECTLY FROM OR CONNECTED WITH THE HIRING OF CANDIDATES WITH CRIMINAL CONVICTIONS OUTSIDE OF TRI-STARR TALENT’S GUIDELINES, IRRESPECTIVE OF WHETHER SUCH LIABILITY, DAMAGES, LOSSES, CLAIMS AND/OR EXPENSES ARE ACTUALLY OR ALLEGEDLY CAUSED WHOLLY OR IN PART THROUGH THE ACTION OR INACTION (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE’S AND/OR GROSS NEGLIGENCE) OF TRI-STARR TALENT AND ANY OF THEIR OWNERS, OFFICERS, AGENTS, EMPLOYEES, OR OTHER CONTRACTORS.
Tri-Starr Talent will charge a one-time fee per temporary employee of $10.00 to cover the basic background search performed at time of hire.
Should Client require additional screening to comply with specific hiring criteria as it relates to background information, please provide Tri-Starr Talent with a list of required screens needed and these can be obtained for an additional cost. All costs are subject to change with 30 days’ notice to Client.
If Client requests pre-employment drug screens, they will be billed for an additional fee. Costs of drug screens are subject to change with 30 days’ notice to Client.
In addition to the bill rates specified herein, Client will pay Tri-Starr Talent the amount of all new or increased labor costs associated with Client’s Assigned Employees that Tri-Starr Talent 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.
7. 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 CLIENT’s confidential information will be imputed to STAFFING FIRM as a result of Assigned Employees’ access to such information.
8. 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
9. To the extent permitted by law, STAFFING FIRM will defend, indemnify, and hold 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 STAFFING FIRM’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 STAFFING FIRM or STAFFING FIRM’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.
10. To the extent permitted by law, CLIENT will defend, indemnify, and hold STAFFING FIRM 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 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 CLIENT or CLIENT’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.
11. 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. In no event shall STAFFING FIRM’S liability exceed, in the aggregate, the amounts paid by CLIENT to STAFFING FIRM hereunder in the _____ month period immediately preceding the event giving rise to the liability.
12. As a condition precedent to indemnification, the party seeking indemnification will inform the other party within ______ 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.
13. 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.
14. Provisions of this Agreement, which by their terms extend beyond the termination or nonrenewal of this Agreement, will remain effective after termination or nonrenewal.
15. No provision of this Agreement may be amended or waived unless agreed to in a writing signed by the parties.
16. 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.
17. 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.
18. The provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective representatives, successors, and assigns.
19. 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.
20. CLIENT will not transfer or assign this Agreement without STAFFING FIRM’s written consent.
21. 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.
22. 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.