Terms and Conditions

1. Definitions

“Company” means New Mexico Staffing Agency trading as New Mexico Staffing Agency including its successors and assigns.

“Employer” means the person or entity making an application to the Company for the Company to engage a contractor to perform the services required by the Employer upon these Terms and Conditions.

“Place Job Order” means a request by the Employer to the Company to locate a suitable person to perform certain services for it as a contractor working locally or remotely

“Placement Order” means an application to the Company, in the form of the one attached to the Contractor Request, to have the Company engage a nominated Contractor to perform certain services for the employer.

“Remote or Local Contractor” means the person nominated by the Employer in the Contractor Request to be engaged to carry out the services specified in such Request either on a full-time basis (40 hours a week) or part-time basis (20 hours a week), if unavailable, any other person accepted by the Employer as a suitable replacement.

“Confidential Information” means all non-public information belonging to a party relating to that party’s business and affairs.

“Intellectual Property Rights” includes all rights in any patent, trademark, business name, brand name, company name, copyright, registered design, or circuit layout.

2. Agreement

By submitting a Job Order to the Company for the engagement of a Contractor, the parties acknowledge that a legally binding agreement between the Company and the Employer will arise comprising the Job Order and these Terms and Conditions.

3. Terms of Agreement

Any agreement with the Employer in respect of a Contractor performing services for the Employer on either a full-time or part-time schedule will continue unless terminated in accordance with Clause 16.

4. Acknowledgment

The Employer acknowledges that the agreement between it and the Company will not constitute a relationship of employment, partnership, or agency with the Company.

5. Obligations of the Company

Upon receipt of a properly completed Placement Order from the Employer the Company will make all reasonable efforts to cause the Contractor as soon as is reasonably practicable to enter into a contract of engagement with the Company to carry out the services required by the Employer as set out in the Placement Order and will then:

(a) register a full-time Contractor as self-employed under Under States law.

(b) After three months the Employer has the option to register a part-time Contractor as self-employed under the United States law provided the Employer requests the Company to do so in an addendum notice;

(d) provide the Employer with customer support during the work schedules as set out in the Job Order;

(e) be responsible for paying the Contractor for services provided to the Employer but only upon receipt of the funds to do so from the Employer;

(f) be responsible for paying a full-time Contractor all the entitlements due to that Contractor under the United States law but only upon receipt of the fees payable by the employer in accordance with Clause 8;

(g) be responsible for paying a part-time Contractor all the entitlements due to that Contractor under the United States law provided the Employer has requested the registration referred to in clause 5.1(b) but only upon receipt of the funds to do so by way of monthly contributions from the Employer.

(h) be responsible for lodging all self-employed documentation required by the United States law to meet the obligations of the Contractor with regard to income tax; and

(i) cause the Contractor to provide services to the Employer in accordance with the work schedules set out in the Placement Order.

6. Obligations of the Employer to the Company

The Employer agrees to be bound by the following obligations in favor of the Company:

(a) When submitting a Placement Order to the Company the Employer must provide the Company with reasonable requirements relating to the Contractor including:

(i) duties and services to be performed;

(ii) the type of work to be undertaken; and

(iii) list of all skills required including technical skills

And the Company reserves the right to reject any Placement Order that it considers in its absolute discretion to be unreasonable;

(b) The Employer must ensure that all information given to the Company either before a Placement Order is submitted by the Employer or after, is accurate and not misleading;

(c) The Employer must disclose to the Company any additional information reasonably required by the Company to perform the Employer or after, is accurate and not misleading;

(d) The Employer must decide for itself whether any particular person it wishes to nominate as a Contractor in a Placement Order is suitable for its purposes and the Company gives no warranty to that effect;

(e) The Employer must immediately notify the Company in writing of any changes in its contact details, address, or any of its circumstances that may affect the services to be performed by the Contractor; and

(f) The Employer must immediately notify the Company if it wishes to substantially change the hours to be worked by the Contractor so as to alter the nature of the Contractor’s engagement.

7. Obligations of the Employer Regarding the Contractor

7.1 The Employer agrees to be bound by the following obligations in respect of the Contractor:

(a) The Employer must have contact with the Contractor regularly by way of either voice or visual communication;

(b) The Employer must give the Contractor clear and precise instructions as to required goals, responsibilities, targets, work standards, and the nature of work to be undertaken; and

(c) The Employer must give the Contractor adequate training and support in order to allow the Contractor to successfully perform the services required by the Employer.

7.2 The Employer agrees to pay any entitlements due to a Contractor under the United States law in the case where the Contractor does not perform services for the Employer during a period of approved leave.

8. Payment of Fees

The Employer must pay the fees of the Company as set out in the Schedule of Fees forming part of the Placement Order. The Employer also agrees to be bound by the following payment process with regard to such fees:

(a) Following receipt of a Placement Order from the Employer and the agreement of the Contractor to perform the services required by the Employer, the Company will on the first available business day issue the Employer a Tax Invoice or invoice (depending on the location of the Employer) for the services to be performed by the Contractor for the balance of that calendar month on a pro-rata basis;

(b) The Employer will pay the Tax Invoice/invoice within 5 business days of receipt

(c) The Company will rollover any amount of credit due to the Employer or debt owed by the Employer for the previous calendar month to the following calendar month’s Tax Invoice/invoice;

(d) The procedures set out in sub-paragraphs (b) to (c) above will continue to apply as long as the agreement between the Company and the Employer remains in force;

(e) The Company will pay the Contractor for the services performed for the Employer in dollars being the local currency of the United States.

(f) The Employer will pay the fees of the Company in the currency of the Employer’s location;

(g) The Company does not accept payment of its fees by the Employer in pesos;

(h) The Company will apply in every Tax Invoice or invoice that it issues an estimated foreign exchange reference rate in order to determine whether there are any fluctuations in the exchange rate between the contractor’s currency and the currency of the Employer’s location and it reserves the right to alter this reference rate every month;

(i) The Company may apply a different foreign exchange reference rate at the time when the Company pays the Contractor for its services in relation to the period covered in the Tax Invoice or invoice issued to the Employer; and

(j) The Employer will then be given either a debit or a credit in the following month’s Tax Invoice or invoice as a result of the currency adjustment caused by the application of the two different foreign exchange rates referred to in (h) and (i) above

(k) Upon termination of this agreement, the Company will arrange a refund after factoring costs within 72 hours or no later than 10 working days.

9. Suspension of Services for Non-Payment of Fees

9.1 If the Employer fails to pay a Tax Invoice or invoice within 5 business days of receipt, the Company reserves the right to suspend the Employer’s account, preventing any further services from being performed by the Contractor.

9.2 The parties agree that:

(a) no suspension of services will be lifted by the Company until it receives full payment of any outstanding Tax Invoice or invoice;

(b) once a period of suspension exceeds 10 business days, the Company reserves the right to terminate the agreement between it and the Employer; and

(c) should the Employer incur a suspension of services more than once in any 12-month period, then the Company reserves the right to terminate the agreement with the Employer.

10. Limitation of Company’s Liability

10.1 The Company is not liable for any losses, liability, or claims incurred by the Employer arising from or in respect of:

(a) the introduction by the Company of the Contractor to the Employer;

(b) the failure of a person nominated by the Employer in a Placement Order to accept an engagement to carry out services for the Employer;

(c) the performance of services by the Contractor for the Employer; or

(d) any claim the Contractor may have against the Employer.

10.2 The Company is not responsible for any acts or omissions by the Contractor after the Contractor has ceased performing services for the Employer following termination of the agreement between the Employer and the Company.

11. Employer’s Indemnity to the Company

The Employer indemnifies the Company in respect of any losses, liability or claims incurred by the Employer arising from or in respect of any acts or omissions of the Contractor while performing services for the Employer.

12. Restrictions on Direct Hiring of Contractors

12.1 If the Employer or any related person or entity directly engages the services of the Contractor, while the Contractor is performing services for the Employer or has done so in the previous 12 months, then the employer must pay the Company a placement fee of USD $5000.00 plus GST (Goods and Services Tax) if applicable.

12.2 Upon termination of the agreement between the Company and the Employer neither the Employer nor any related person or entity shall engage the Contractor to perform services for a period of 12 months after such termination.

13. Intellectual Property

13.1 Neither party shall use the Intellectual Property Rights of the other without the prior written consent of the other party.

13.2 The parties agree:

(a) The Company retains all its Intellectual Property Rights and the Employer does not acquire any rights, title, or interest in them;

(b) All Intellectual Property Rights created by the Contractor while performing services for the Employer shall remain the property of the Employer; and

(c) The Company is not responsible for the Contractor’s misuse or misappropriation of the Employer’s Intellectual Property Rights while performing services for the Employer or afterward and any disputes in this regard shall be solely between the Employer and the Contractor.

14. Privacy

The parties agree that they will handle all personal information in accordance with the terms of the Privacy Act 1998 (Cth) and only use it for the purposes of their obligations under the agreement between them unless either party gives prior written consent to the other.

15. Confidential Information

15.1 Either party must not use, disclose, solicit, make available or misappropriate, directly or indirectly, any Confidential Information, trade secrets, or other proprietary information of the other without that other party’s prior written permission except as may be required by applicable law or legal process.

15.2 Where a party is legally required to disclose the Confidential Information, that party shall inform the other party of the requirement as soon as reasonably practicable and liaise with that other party prior to disclosing any of that party’s Confidential Information.

15.3 A party must notify the other party immediately upon becoming aware of a suspected or actual breach of this obligation.

15.4 The Employer shall not enquire of the Company about payment rates made by the Company to the Contractor.

16. Termination

16.1 The Company may immediately (or from any later date it nominates) terminate the agreement between it and the Employer by written notice to the Employer if:

16.2 The Employer may immediately terminate the agreement between the Company and the Employer in respect of a Contractor performing services for the Employer on either a full-time or part-time basis upon 24 hours’ written notice to the Company where such termination occurs within the first 30 days from the date of the agreement.

16.3 Apart from termination under clause 16.2, the Employer may make an application in writing to the Company to immediately terminate the agreement between the Company and the Employer on the basis of special circumstances including:

(a) the failure of the Contractor to repair or upgrade, as the case may be, its equipment, 5 software or Internet connection in order to meet the Employer’s work requirements;

(b) the lack of suitability of the Contractor’s work environment;

(c) a natural disaster at the Contractor’s location;

(d) power issues affecting the Contractor’s ability to perform services for the Employer;

(e) major medical issues affecting the Contractor’s ability to perform services for the Employer; and

16.4 The Company shall determine in its absolute discretion whether or not to allow the Employer to immediately terminate the agreement between it and the Company under clause 16.3 within 72 hours of receiving the application whereupon the Company shall immediately suspend the services being performed by the Contractor for the Company until a determination is made.

16.5 The Employer may otherwise terminate the agreement between the Company and the Employer in respect of a Contractor performing services for the Employer on a full-time or part-time basis upon giving the Company two weeks’ written notice.

16.6 The termination of the agreement between the Company and the Employer will not affect any accrued rights and obligations of the parties intended to survive such termination

16.7 Upon termination of the agreement between the Company and the Employer:

(a) The Employer will return to the Company all Confidential Information, intellectual property, and any other property belonging to the Company; and

(b) The Company will return and arrange for the Contractor to return to the Employer all the Employer’s Confidential Information, intellectual property, and any other property the Employer has provided to the Company or the Contractor.

(c) The Company will cause the Contractor to delete all Confidential Information belonging to the Employer which is stored on the computer or other device of the Contractor or elsewhere.

17. Dispute Resolution

If a dispute arises out of or relating to the agreement between the Employer and the Company, and the parties are unable to resolve the dispute, the Employer can request for the dispute to be reviewed by the Company’s dispute resolution consultant, who will make the final determination.

17.1 If a dispute arises out of or relating to the agreement between the Employer and the Company the parties must request a review of the dispute by the Company’s dispute resolution consultant.

17.2 If the dispute cannot be resolved with the assistance of the Company’s dispute resolution consultant within 28 days of it being referred to that consultant then the parties must attend mediation administered by the Conflict Prevention and Resolution Center (CPRC) before having recourse to litigation.

18. Notice

Any notice to be given by one party to another must be sent by way of an email.

19. Severability

If any part of the agreement between the Company and the Employer is held by any Court, Tribunal or other administrative body to be illegal, void, or unenforceable, that determination shall not affect the enforceability of the remaining parts of such agreement which shall remain in force.

20. Assignment

20.1 The Company may assign its rights pursuant to the agreement between it and the Employer to any third party without the consent of the Employer but the Company must provide the Employer with written notice of such assignment.

20.2 The Employer may assign its rights pursuant to the agreement between it and the Company but must immediately give written notice to the Company

21. Entire Agreement

In accordance with clause 2, the agreement referred to therein between the Company and the Employer constitutes the entire agreement of the parties about its subject matter and supersedes any previous understandings or agreements on that subject matter. Each party acknowledges that in entering into such an agreement that it:

(a) has not relied on any statement made or conduct engaged in by any other person other than the statements set out in the agreement; and

(b) was not influenced or induced to enter into the agreement by any statement or conduct.

22. Waiver

A waiver by a party of a provision or of a right under the agreement between the Company and the Employer or of any right of election arising from a breach of such agreement must be in writing and signed by the party or an authorized officer of the party granting the waiver.

23. Amendments

The Company retains the right to amend these Terms and Conditions at any time provided:

(a) it immediately sends the new Terms and Conditions to the Employer by email; and

(b) the Employer shall be entitled to immediately terminate the agreement between it and the Company by written notice.

24. Governing Law

The agreement between the Company and the Employer will be governed and construed in accordance with the laws of California, the United States and the parties submit to the jurisdiction of the courts of California in connection with any dispute relating to such agreement.

25. Acknowledgments Regarding Contractor

The Employer acknowledges that:

(a) the Company does not in any way supervise, direct or control the Contractor’s work or services performed for the Employer; and

(b) the Company does not make any representation as to the reliability, capability or qualifications of the Contractor or the quality of the services performed for the Employer.