All placements made by Marberg with the Client are subject to these service terms and conditions which are deemed to be incorporated into every agreement entered into between the Client and Marberg. These terms are subject to change without notice. For the purposes of the Agreement, the term “Client” used herein is any person, corporation, partnership or other organization to which a referral of an Employee is made by Marberg. The term “Employee” used herein is any person referred by Marberg to the Client. The Client is deemed to have read and accepted the terms herein upon Marberg making a placement/referral of an Employee to the Client.
The provisions herein are subject always to any overriding provisions under Ontario law, as may be amended from time to time. As such any conflict that exists between these service terms and federal/provincial legislation shall be resolved in favour of the written legislation. The Client agrees to provide Marberg with advance written notice (a “Termination Notice”) of the Client’s intention to terminate the retainer (herein a “Termination”) of an Employee and the effective date (herein the “Effective Date”), of the Termination. Such Termination Notice to be given by the Client to Marberg shall not be less than Marberg’s obligations under the Employment Standards Act, 2000 (Ontario) (the “Act”) as amended from time to time. The failure of the Client to provide such Termination Notice to Marberg will result in the Client being responsible to Marberg for all termination or severance costs or obligations owed by Marberg to the Employee in accordance with provisions of the Act. The Client shall in all respects comply with the terms of the Act while the Employee is retained by the Client, including, without limiting the generality of the foregoing the provision of vacation, vacation pay and other leaves available to the Employee under the Act or under Ontario law. The Client shall be responsible to Marberg and the Client shall pay Marberg for all statutory holidays during the period of the Retainer, plus up to a further ten percent for cost increases incurred by Marberg during the Retainer arising due to changes in legislation. Marberg shall be entitled to review rates every six months. Annual Retainers of Employees, business agreements and master agreements entered into between the Client and Marberg Limited are available to preferred Clients.
These agreements may reflect policies and terms that supersede these provisions. All such agreements must be in writing and be dated prior to any offer of employment made to an Employee or referral. Fees are payable regardless of the process of which the hiring occurs including but not limited to subsequent referrals from a competitive service or the Employee’s direct applications for employment. It is the Client’s responsibility to monitor and record the hours worked by the Employee on a daily basis. Marberg will make a reasonable attempt to assist in the verification of the time sheet with any member of the Client firm. Any Client employee present is deemed acceptable for the purposes of ascertaining a timesheet.
It is understood that the Client will not authorize an Employee or referrals to operate machinery, or automotive or truck equipment, with the exception of equipment (the “Equipment”) typically found in an office environment, without prior written consent from Marberg. It is understood that the Client will not authorize or permit Employees to deal with or have in the possession or under the control of the Employee any cash, negotiable instruments, bills of exchange, title documents or other valuables or valuable documents (including valuable business records) (herein “Valuable Property”), without prior written authority from Marberg and then only when the specific duties necessitate such activity. Marberg is not responsible for losses suffered or incurred by the Client arising out of the loss, theft, destruction, misuse, disappearance or damage to Equipment or other property owned by the Client or other third parties which may be located within the Client’s premises or for which the Client may be responsible, damage to software or other intellectual property utilized in the Client’s organization, or the loss, theft, damage, destruction, disappearance or wrongful or fraudulent conduct by the Employee (including breach of privacy obligations, access to information or confidentiality obligations, or other breach of legal obligations owed by the Client or owed by the Client to third parties) (herein “Losses”) pertaining to or in respect of Valuable Property, Equipment or other property, operations or obligations of the Client, under any circumstances.
It is the responsibility of the Client, at the expense of the Client, to obtain adequate insurance coverage on Equipment and such other insurance or indemnity coverage or fidelity coverage, as the case may be, in such amounts and containing such coverages as may be suitable to protect the business interests and obligations of the Client against Losses. It is the responsibility of the Client to supervise the conduct of the Employee in the workplace. It is the sole responsibility of the Client to have adequate internal controls and supervision in respect of the handling of Valuable Property. The Client hereby irrevocably releases and forever discharges Marberg of and from any and all losses, claims, demands, obligations, liability or other fees, expenses or costs incurred, suffered or arising as a result of Losses, the Client acknowledging that it will seek compensation for Losses solely against its insurer.
An Employee placed by Marberg in a temporary placement or contract shall work a minimum of 7 hours per day. If the Client books an Employee and later cancels the assignment due to change of business requirements after the Employee has already reported in for work, the Client will still be invoiced for 7 hours of the Employee’s time at the agreed upon bill rate. If the Client is dissatisfied with the Employee, the Client must notify Marberg within 4 hours and Marberg will not charge the Client for the first 4 hours of service. Marberg shall attempt to replace the Employee with another Employee satisfactory to the Client.
If within six months from the day on which the Employee first begins to perform work for the Client, the Employee becomes an employee, consultant, advisor or is otherwise engaged or retained by the Client to perform services, the Client wishes to hire the Employee in any capacity, or the Client refers the Employee to others, a permanent placement fee shall be charged to the Client based upon the rate of thirty per cent of the annual salary of the Employee (which shall be calculated on the basis of eighty per cent of the hourly rate billed for the Employee by Marberg to the Client in the former temporary position for a thirty-five hour work week over a period of fifty two weeks) or the actual salary if available. Employment of the Employee with the Client is deemed to commence on the day after the end of payment by Marberg to the Employee for any employment remuneration while performing duties for the Client, affiliates or related parties. The permanent placement fee is payable to Marberg by the Client is deemed earned by Marberg and payable by the Client to Marberg forthwith on that date i.e. the day after the end of payment by Marberg to the Employee for any employment remuneration while performing duties for the Client, affiliates or related parties. In the event that the permanent placement fee due to Marberg pursuant to this provision is not paid to Marberg by the Client promptly when due as provided herein, the Employee shall be deemed to have continued in the service of the Client as an agent of Marberg, at the standard engagement rates agreed to between the Client and Marberg, which obligation shall continue, notwithstanding that the Client has hired the Employee, until payment in full of both the permanent placement fee (together with interest as provided herein (if any) and the normal engagement fee provided herein has been paid in full to Marberg. Where Marberg or referrals of Marberg refer an Employee for employment with the Client, or the Client refers the Employee(s) to others, the Client shall pay Marberg a permanent placement fee equal to a rate of thirty per cent of the annual salary paid to the Employee by the Client, if within twelve months of the initial referral.
In the case of any incentive paid Employee, management or executive level Employee, the annual salary shall be the aggregate of the Employee’s base salary, estimated commissions, estimated bonuses and all other benefits. The fee for a permanent placement is payable to Marberg is deemed earned by Marberg and payable by the Client to Marberg forthwith upon acceptance of the offer of employment by the Employee. Invoices are due in full upon receipt. The date of the referral is deemed to be the date of invoicing of the thirty per cent fee.
Invoices are due in full upon receipt, with a corporate credit card to be used as the means of payment. All accounts (the “Account”) for services rendered by Marberg to a Client are due and payable to Marberg on the date of the Account. Interest will accrue on overdue Accounts at the rate of 1.5% per month calculated monthly, not in advance, from that day which is ten days after the date of the Account until payment is received by Marberg, including interest on overdue interest at calculated at such rate. Interest is payable to Marberg both before and after default and both before and after judgment at such interest rate. The Terms & Conditions herein shall apply and be deemed to apply to each subsequent engagement by a Client with Marberg, and supersede all prior agreements with the Client. Marberg may from time to time amend the Terms & Conditions herein. It is the responsibility of the Client to review and update the Terms & Conditions herein from time to time.
Notwithstanding anything herein contained to the contrary, and notwithstanding any agreement entered into with the Client, Marberg may unilaterally terminate the agreement with the Client on 48 hours written notice to the Client, without cause and without providing reasons for such termination and, upon such written notice being provided to the Client by Marberg, no party shall have any further obligation to the other, save that the Client shall be required to make payment for services rendered by Marberg to the Client to the date of termination of the agreement between Marberg and the Client.