GRAVY STAFF, INC.
2735 Hartland Rd, Suite 301
Falls Church, VA 22043
SERVICE AGREEMENT (this “Agreement”)
The Client and the Staffing Company (each a “Party” and collectively the “Parties”) agree that Staffing Company shall hire employees (the “Staff”) and provide the Staff to Client, utilizing the Gravy Workforce Technologies, Inc. software platform (the “Platform”) for billing, booking and communications, pursuant to the terms and conditions set forth below:
1. Equal Opportunity Representation
Client hereby acknowledges that Staffing Company is an equal opportunity employer and refers all applicants regardless of their gender, race, color, religious creed, ancestry, national origin, physical handicap, medical condition, age or marital status. Staffing Company abides by all applicable federal and state laws in all material respects.
Client hereby acknowledges and agrees that all personal data submitted by Staffing Company to Client regarding placement of Staff is confidential and for Client’s personnel use only.
Staffing Company agrees to recruit, interview, select and hire applicants who, in Staffing Company’s reasonable business judgment, are best qualified to perform the type of work described in Client’s position description. As the employer of the Staff, Staffing Company shall: (i) maintain all necessary personnel and payroll records for each Staff assigned by Staffing Company to Client; (ii) compute each such Staff’s wages and withhold applicable federal, state and local taxes and federal social security payments from each such Staff’s wages; (iii) remit all employee withholdings for the Staff to the proper governmental authorities, make all required employer contributions for Federal Insurance Contributions Act (FICA) and pay all premiums for federal and state unemployment insurance; (iv) pay net wages and fringe benefits, if any, directly to each such Staff; (v) provide for liability, fidelity and workers’ compensation insurance coverage in the amounts set forth in Section 9; (vi) at the request of Client, for any valid legal reason, remove any Staff assigned by Staffing Company to Client; provided, that this arrangement shall in no way affect the right of Staffing Company, in Staffing Company’s sole and absolute discretion as employer, to hire, assign, reassign and/or terminate any Staff.
4. CLIENT’S OBLIGATIONS
Client hereby agrees to provide the Staff assigned to Client by Staffing Company with a suitable place of work. Client hereby further agrees to review and approve the electronic time records for the Staff presented to Client through the Platform. Client may authorize one (1) or more members of Client’s staff (each an “Authorized User”) to utilize the Platform to request the services of Staffing Company’s Staff (each a “Booking”). For each Booking, the Authorized User making the Booking shall be responsible to review and approve the Staff’s electronic time record within two (2) days of the completion of the Booking, or for Bookings that last more than one week, within two (2) days of the end of each week. Such approved electronic time records shall be conclusive and binding upon Client as to the number of compensable hours worked by each Staff for a given event or a given work week. In instances where a electronic time record is not reviewed and approved by Client by the applicable deadline, Staffing Company reserves the right to treat such electronic time record as final (an “Unapproved Final Time Record”) and invoice Client pursuant to the information set forth in such Unapproved Final Time Record. Client will be billed for any workers who show up ready to work but are dismissed early by the Client for reasons other than worker misconduct. The amount charged will be the greater of either the hours that the worker was onsite or 4 hours.
In consideration of Staffing Company’s performance under this Agreement, Client hereby agrees to pay Staffing Company at the rates specified in the Platform at the time Client initiates a request, for each Staff. Staffing Company shall invoice Client after the earlier of: (i) the time when the Authorized User approves the electronic time record; or (ii) two (2) days after the completion of the Booking. Unless Client has made arrangements with Staffing Company for NET 15 billing, Staffing Company shall charge Client’s credit card on file a fifty percent (50%) deposit based on the estimated cost when Client posts a Booking. Final payment, less any deposit collected is processed for each invoice when the invoice is issued. If Staffing Company has approved Client for NET 15 billing, then each invoice shall be payable by Client to Staffing Company net fifteen (15) days following receipt of such invoice. The billing rate(s) set forth on the Platform include Staffing Company’s full cost for each of its employees, plus the Staffing Company’s management fee. Whenever applicable, Client hereby agrees to pay any and all state and/or local sales tax corresponding to the employees assigned by Staffing Company to Client.
· Staffing Company will apply a 10% surcharge to any worker tips to cover additional payroll taxes.
· Client will be invoiced for any jobs cancelled within 24 hours of the start date in the amount of either 50% of the billing estimate or 4 hours for each worker scheduled to work the job, whichever is greater.
· Jobs which occur on holidays including Memorial Day, July 4th, Labor Day, Thanksgiving Day, Christmas Day, Christmas Eve, New Year’s Eve, and New Year’s Day, will be assessed 1.5 times the normal billing rate.
6. HIRING OF STAFF BY CLIENT
During the term of this Agreement and for a period of twelve (12) months thereafter, Client hereby agrees not to directly or indirectly (other than through Staffing Company) employ any of the Staff that have been assigned by Staffing Company to Client, including, but not limited to, through another staffing and/or personnel agency, purveyor of services or trade organization, without obtaining Staffing Company’s prior signed written consent. Each party hereby acknowledges and agrees that if Client were to breach this restrictive covenant, then it would be difficult to determine the actual damages incurred by Staffing Company. Based upon the parties’ current information, including without limitation (i) Staffing Company’s relationship with each of Staffing Company’s Staff, (ii) the importance of Staffing Company’s reputation in retaining Staff, (iii) the time and expense involved with training new Staff, and (iv) Staffing Company’s compensation under this Agreement, the parties hereby agree that TWO THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($2,500.00) (the “Liquidated Damages Amount”) is a reasonable estimate of the damages that would accrue to Staffing Company if a single breach of this restrictive covenant occurred in the future. Therefore, in the event that Client breaches this restrictive covenant, Client shall pay to Staffing Company an amount equal to the Liquidated Damages Amount for each such breach by Client. The parties further hereby agree that the Liquidated Damages Amount is fair and reasonable and would not act as a penalty to Client.
7. EMPLOYEE OVERTIME
It is mutually agreed that the compensation rates set forth in the Platform, as described in Section 5, do not contemplate non-exempt Staff of Staffing Company working overtime. In the event that any individual non-exempt Staff assigned to Client works in excess of eight (8) hours in any one day, or in excess of forty (40) hours in any one (1) work week (seven (7) consecutive twenty-four (24) hour periods as established by Staffing Company), Client shall pay Staffing Company for each such additional hour at the rate of one and one-half (1 ½) of such Staff’s standard hourly rate. Such additional hours, if any, shall be performed only at the specific request of Client and shall be evidenced by electronic time records.
8. WORKERS’ COMPENSATION AND LIABILITY INSURANCE
Staffing Company has procured, and will maintain in effect throughout the term of this Agreement, Workers’ Compensation insurance in full limits as required by statute covering Staffing Company’s Staff assigned to Client under this Agreement. If any direct claim for Workers’ Compensation benefits is asserted against Client by any such Staff or, in the event of such Staff’s death, by such Staff’s personal representatives, then, upon timely written notice from Client, Staffing Company shall undertake to defend Client against such claim(s) and shall indemnify and hold Client harmless from and against any such claim(s) to the extent of all benefits awarded.
Staffing Company has procured, and will maintain in effect throughout the term of this Agreement, a Fidelity Bond policy in the amount of one million dollars ($1,000,000.00) and a Liability and Property Damage policy in the amount of five million dollars ($5,000,000.00) per occurrence.
9. LEGAL COMPLIANCE AND INDEMNITY
In Staffing Company’s performance of this Agreement, Staffing Company shall comply in all material respects with all applicable federal, state and local laws, including, but not limited to, the provisions of the Equal Opportunity Act and the Fair Labor Standards Act, and shall indemnify and hold Client harmless from and against any and all claims, demands, suits, losses, damages, costs and expenses arising out of any non-compliance violation by Staffing Company of any such laws. In addition, Staffing Company shall indemnify and hold Client harmless from and against any and all liabilities, claims, demands, losses, damages, costs and expenses for bodily injury to or death of any person (other than officers and employees of Staffing Company), or damage to or destruction of any property, directly caused by any negligent act or omission on the part of Staffing Company.
In Client’s performance of this Agreement, Client shall comply in all material respects with all applicable federal, state and local laws, including, but not limited to, the provisions of the Equal Opportunity Act and the Fair Labor Standards Act, and shall indemnify and hold Staffing Company, and its members, managers, officers, directors, advisors, independent contractors, agents, investors, and employees, harmless from and against any and all claims, demands, suits, losses, damages, costs and expenses arising out of any non-compliance violation by Client of any such laws. In addition, Client shall indemnify and hold Staffing Company, and its members, managers, officers, directors, advisors, independent contractors, agents, investors, and employees, harmless from and against any and all liabilities, claims, demands, losses, damages, costs and expenses for bodily injury to or death of any person (other than members, managers, directors, officers and employees of Client), or damage to or destruction of any property, directly caused by any negligent act or omission on the part of Client.
10. PERMITS AND LICENSES
Staffing Company shall maintain in effect during the term of this Agreement any and all federal, state and/or local licenses and permits that may be required of employers generally. Client shall maintain, at Client’s expense, such licenses and permits as may be required by applicable authorities in order to engage in Client’s business.
11. LABOR ORGANIZATIONS
Under no circumstances shall Client enter into any agreement or understanding with any union organization affecting any Staff of Staffing Company assigned to Client. In the event Staffing Company enters into any collective bargaining agreement (with Client’s concurrence) covering Staff of Staffing Company assigned to Client, it is understood and agreed that Staffing Company shall have sole control and responsibility for and will be sole signatory under and connected with all such labor negotiations, grievances, collective bargaining agreements and related labor matters.
Client may not assign this Agreement, in whole or in part, without the prior written consent of the Staffing Company. The Staffing Company may assign this Agreement with written notice to Client at least seven (7) days in advance of the proposed transfer. This Agreement shall be binding upon the parties hereto, as well as the parties’ successors, heirs and assigns, as permitted.
13. INDEPENDENT CONTRACTOR
In Staffing Company’s performance of this Agreement, Staffing Company shall at all times act in Staffing Company’s own capacity and right as an independent contractor, and nothing contained in this Agreement shall be construed to make Staffing Company an employee, agent or partner of Client.
14. LIMITATION OF LIABILITY
STAFFING COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND ANY REMEDY, STATUTORY OR OTHERWISE, NOT SPECIFICALLY SET FORTH WITHIN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN CASES OF WILLFUL OR GROSSLY NEGLIGENT MISCONDUCT BY STAFFING COMPANY WITH REGARD TO MATTERS INVOLVING THE SERVICES PROVIDED UNDER THIS AGREEMENT, THIS EXCLUSION SHALL NOT APPLY IN THOSE JURISDICTIONS WHERE FOR SUCH WILLFUL AND/OR GROSSLY NEGLIGENT MISCONDUCT THERE IS MANDATORY LIABILITY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO CASE SHALL STAFFING COMPANY’S TOTAL MONETARY OBLIGATION TO CLIENT PURSUANT TO THIS AGREEMENT EXCEED THE FEES PAID TO STAFFING COMPANY BY CLIENT PURSUANT TO THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON BREACH OF CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The term of this Agreement shall commence effective as of the date that Client clicks “I Agree” below and shall continue in effect until cancelled by either party. Client may cancel this Agreement by sending an email to firstname.lastname@example.org and indicating their request to cancel, and cancellation will be effective upon completion of all of Client’s incomplete Bookings, if any. Client may also email email@example.com to request any of Client’s records, including Booking and payment history, after termination. Staffing Company may terminate this Agreement at any time with written notice to Client. Client. Sections 1, 2, 6, 9, 13, 14, 16, and 17 shall survive Termination.
This document shall be the entire understanding and agreement between the parties with respect to the subject matter set forth herein, and all prior agreements, understandings, promises, warranties and representations, oral or written, express or implied, not expressly incorporated herein are superseded hereby. This Agreement may not be amended, modified, altered, supplemented or changed in any way except in writing, initiated by the Staffing Company and accepted electronically or in a signed writing by Client.
17. DISPUTE RESOLUTION
Any claim arising out of or related to this Agreement must be brought no later than one (1) year after such claim accrues. Any dispute between the parties arising out of or in connection with this Agreement shall be submitted by the parties to binding arbitration with The McCammon Group in the City of Alexandria, Virginia. Any arbitration shall proceed in accordance with the commercial arbitration rules of The McCammon Group. In the event that the parties fail to agree upon an arbitrator within ten (10) days after sending written notice from one (1) party to the other party requesting arbitration, the complaining party shall have an arbitrator, familiar with the issues, designated in accordance with The McCammon Group’s rules. The award rendered by the arbitrator shall be final and binding upon the parties, and either party may enter such judgment in any court of competent jurisdiction. In the event of any action to enforce, interpret or set aside this Agreement, the substantially prevailing party shall be entitled to recover all arbitration costs and attorneys’ fees incurred in connection with such action or proceeding.
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By clicking on “Accept”, Client agrees to enter into this Agreement and be bound by this Agreement’s terms and conditions applicable to Client