Terms and Conditions

This agreement is made effective between Andiamo! Group and «Company». «Company» wishes to obtain and Andiamo! Group wishes to provide recruitment services and placement of qualified candidates with «Company» during the term of this agreement.

The parties agree as follows:

The individual accepting candidate resume referrals from Andiamo! Group for <<Company>>'s employment and/or approving the temporary employee’s online or paper time sheet agrees to abide by the following Terms and Conditions.

The individual approving the temporary employee's online or paper time sheet verifies and warrants that the hours worked as indicated are correct and that work was performed in a satisfactory manner. For the services of the Andiamo! Group employee whose name appears on the timesheet, Andiamo! Group will invoice «Company» at the hourly rate quoted. Overtime, if any, will be billed according to California State law. A 4-hour minimum will be billed per employee per day. All time submitted by an Andiamo! Group employee to «Company» must be approved and/or modified and approved no later than 10AM each Tuesday. Any submitted time not approved by 10AM each Tuesday will be accepted as valid and manually approved by Andiamo! Group's timecard administrator. The said Andiamo! Group employee will be paid for the time submitted and «Company» will be invoiced for such time per the quoted rate. The Andiamo! Group employee is assigned to «Company» under the following terms and conditions:

1.0 SERVICES: Andiamo! Group will provide qualified candidates for interview and/or temporary employment according to the personnel requisition and requests supplied to Andiamo! Group by «Company».

Temporary Services:
a) The person assigned is an employee of Andiamo! Group and shall not be deemed to be a «Company» employee. Andiamo! Group warrants that its employees are covered by workers’ compensation insurance and Andiamo! Group assumes responsibility to pay all applicable Federal, State, and Local withholding taxes, Social Security, State Disability Insurance and all other like charges.

b) Employees are to be contacted only through Andiamo! Group.

c) Although all temporary staff are employed and paid by the Agency, they are subject to the exclusive direction and control of the client who will determine the manner in which the service is rendered by the temporary person.

d) Supervision of Andiamo! Group employee, and his/her work for «Company», is «Company»’s responsibility, and «Company» shall be responsible to provide a safe, harassment-free and discrimination-free workplace, and provide any necessary and appropriate equipment and safety training for that equipment. «Company» is to immediately report to Andiamo! Group any violations of these provisions, as well as report any injuries or complaints by Andiamo! Group Employee. «Company» shall defend, and indemnify and hold Andiamo! Group harmless from any and all claims that may arise as a result of «Company»’s actual or alleged breach of these provisions.

e) It is the supervisor’s responsibility to notify Andiamo! Group within the first three (3) hours of an assignment if work is not being performed satisfactorily.

f) «Company» will not entrust Andiamo! Group employees with the handling of cash, negotiable instruments or other valuables without prior written consent of Andiamo! Group, and then only when the employee’s specific duties necessitate such activities. «Company» agrees that Andiamo! Group will not be responsible for claims made under Andiamo! Group’s fidelity bond unless such claims are made in writing to Andiamo! Group within ten (10) working days after discovery.

g) A safe and professional work environment will be provided for all Andiamo! Group employees. «Company» understands that «Company» is not authorized to permit an Andiamo! Group employee to operate machinery, automotive, forklift or similar equipment (not including office machinery) without prior written consent of Andiamo! Group.

h) Andiamo! Group shall comply with all provisions of sick leave policy and payment pursuant to chapter 12W of the City and County of San Francisco Administrative Code effective February 7, 2007.

2.0 FEES:

Payroll Services:

At the request of «Company», Andiamo! Group will provide payroll services to employees sourced by «Company» through Andiamo! Group’s payroll service. Under such circumstances, Andiamo! Group will be the employee’s employer of record, as with Andiamo! Group’s Temporary Services. Payroll Services for Administrative, Sales, and Technical positions will incur a mark-up of 39% above the employee’s rate of pay.

Temporary:

Temporary Services for Administrative, Sales, and Technical positions will incur a mark-up above the employee’s rate of pay which will allow Andiamo! Group to pay all applicable taxes, insurances, and administrative costs. Andiamo! Group will invoice «Company» at the hourly rate quoted.

Temporary to Hire:

a) «Company» understands that Andiamo! Group is an employment agency and temporary and contract employees represent our inventory of skilled professionals as a result of substantial expense in terms of time and money spent for advertising, screening, testing, referencing, and training of such personnel. In the event «Company» wishes to hire an Andiamo! Group employee directly or wishes Andiamo! Group employees converted to «Company»’s employ, «Company» agrees to contact Andiamo! Group regarding Andiamo! Group policy before the hire/conversion, and «Company» agrees to pay a hire/conversion fee equal to Andiamo! Group’s Direct-Hire placement fee. The placement/conversion fee applies if, within one year or Andiamo! Group’s original presentation of the candidate for Direct-Hire or of the last day of the employee’s assignment with «Company», «Company» hires an Andiamo! Group employee assigned to «Company», regardless of employment classification, on either a regular or temporary basis (including temporary assignments through another source), on either a part-time or full-time basis, or employed directly on a consulting basis, or as a contract employee. «Company» agrees to pay the same placement/conversion fee if the employee assigned is hired by a subsidiary or related company as a result of «Company»’s referral of the Andiamo! Group employee to that company. If «Company» fails to notify Andiamo! Group of the hire, Andiamo! Group will charge «Company» Andiamo! Group’s full 30% placement fee, regardless of whether «Company» would otherwise qualify for the discount described below.

b) Should «Company» notify Andiamo! Group before hiring the individual, Andiamo! Group will reduce the discounted 25% placement/conversion fee by 1 percentage point for every week (40 hours) this individual worked for «Company» through Andiamo! Group during the 12 previous months, up to a maximum 10 percentage point discount. This placement fee is invoiced once the selected candidate begins Direct-Hire employment.

Direct-Hire:

«Company» shall pay a fee of 30% of the starting annual salary for each candidate placed with «Company». «Company» shall not be obligated to pay any other fees nor reimburse any expenses incurred by Andiamo! Group, excepting any requested 3rd party background checks.

3.0 PAYMENT TERMS

a) Andiamo! Group compensates assigned employees on a weekly basis and invoices weekly for the total hours worked. Because Andiamo! Group invoices reflect payroll we have already paid, our invoices for temporary services are due upon receipt. Invoices for Direct Hire services and/or conversion fees are due no later than 10 days after the candidate’s start date or the guarantee discussed in paragraph 4.0 will be forfeited. Unpaid invoices are subject to a service charge of 1.5% per month (18% per year). Each invoice is a distinct contract, severable from any other.

b) In the event «Company» fails to pay Andiamo! Group’s fees and/or charges when due (whether for temporary services or contract services or conversion fees, including interest on unpaid fees) «Company» agrees to pay all collection and/or attorney costs involved in collection of such monies.

4.0 GUARANTEE

If the candidate placed by Andiamo! Group in a Direct-Hire position either voluntarily resigns or is terminated for failure to perform to «Company»’s standards during his/her first three (3) months of employment (which shall be understood to commence upon the date candidate began temporary employment with «Company» through Andiamo! Group), Andiamo! Group shall immediately initiate a new search for a replacement candidate for that position, or one with an equivalent salary and qualification criteria if that position has already been filled, at no additional fee to «Company». If a suitable replacement has not been hired by «Company» within three (3) months following initiation of the search, Andiamo! Group will refund to «Company» a portion of the fees paid to Andiamo! Group in connection with the initial candidate search at the rate of 1/90th per day from the date of the candidate’s termination to the end of the three (3) month guarantee period.

Andiamo! Group may, at its sole discretion, determine whether the candidate will be replaced or whether a refund will be offered to «Company» according to the above schedule. Only one replacement or refund will be offered per full fee paid by «Company».

4.1 Paragraph 4.0 is Null and Void in the event of a Company-initiated lay-off or lack of work.

4.2 A candidate referral shall be considered valid for a period of one year from the date of said referral and Andiamo! Group shall be entitled to a recruitment fee if the candidate is hired for this or any other position within this timeframe.

5.0 NON SOLICITATION AND NON HIRE OF ANDIAMO! GROUP EMPLOYEES: «Company» will not solicit or hire, directly or indirectly, any Andiamo! Group employee, whether currently employed or previously employed at Andiamo! Group within the last six (6) months, through the duration of this Agreement and for a period of twelve (12) months following its termination. Failure to comply with such provision will result in a penalty for each solicitation equal to a flat fee of $25,000. Such solicitation and/or hire shall be considered a material breach of this Agreement. «Company» agrees that such solicitation and/or hire shall irreparably harm Andiamo! Group and that Andiamo! Group will be entitled to an injunction and damages to prevent such action in the future. An exception to this prohibition may be agreed to in writing by Andiamo! Group.

6.0 DISPUTES: If any disputes arise under this Agreement, authorized representatives of all parties shall meet to attempt to resolve such disputes. If these disputes cannot be resolved by these representatives, a binding arbitration shall be held. The rules of the American Arbitration Association shall apply, provided, however, that:

a) The arbitration shall be held by a single arbitrator mutually acceptable to both parties. If the parties cannot agree on a single arbitrator, each party shall identify one independent individual who shall meet to appoint a single arbitrator.

b) The arbitrator’s decision shall be considered as a final and binding resolution of disagreement which may be entered in judgment by court of competent jurisdiction.

c) Neither party shall sue the other where the basis of the suit is this Agreement except for enforcement of the arbitrator's decision in the event that the other party is not performing according to the arbitrator's decision.

7.0 TERMINATION: This agreement is valid for a period of one (1) year from the signature date. Upon termination of this agreement, all terms of this contract will remain in effect for all candidates submitted, in process, or hired by the date of termination. Either party may terminate this Agreement without penalty by giving the other party a (30) thirty days written notice of its intent to terminate the Agreement.

8.0 RESPONSIBILITY: This agreement gives «Company» the sole responsibility to determine the suitability and competence of the candidate in a Direct-Hire or Temporary situation.

9.0 This agreement provides that Andiamo! Group and «Company» may communicate and reach binding agreements via e-mail.

10.0 EQUAL OPPORTUNITY EMPLOYER: Andiamo! Group understands that «Company» is an equal opportunity employer and does not discriminate on the basis of race, sex, age, national origin, religion, physical or mental handicap/disability, marital status, veteran status, sexual orientation, or any other basis prohibited by law.

11.0 EQUAL OPPORTUNITY AGENCY: Andiamo! Group represents that it is an equal opportunity employer and agrees that all referrals will be made in conformance with all equal opportunity laws and «Company»'s nondiscrimination policies and will not directly or indirectly violate the letter or spirit of such laws and policies.

12.0 BREACH: If either «Company» or Andiamo! Group breaches paragraphs 10.0 or 11.0 above, this Agreement shall be immediately canceled and each agrees to indemnify and hold the other and its officers and employees harmless from any claims brought by or on behalf of applicants caused by such breach.

13.0 GOVERNING LAW: This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of California.