Terms & Conditions
1. DEFINITIONS & INTERPRETATION
"Agreement" means the combination of the signed Service Order Form and these Standard Terms and Conditions.
"Order Form" means the document executed by the Client outlining the specific Services, Fees, and Term.
"Associate" means the personnel employed by Booth (or its Partner Company) and assigned to perform Work for the Client.
"Work Product" means any materials, code, or inventions created by the Associate specifically for the Client.
"Authorized Users" means the specific employees designated by Client to receive support.
"Supported Systems" means the software (e.g., Google Workspace, M365) and hardware agreed upon in the Order Form.
"Services" means the specific Talent Solutions, Managed Solutions, or other services provided by Booth as detailed in the applicable Order Form.
"Candidate" refers to any person introduced by the Booth to the Client for a potential position.
"Introduction" occurs when Booth provides a Candidate’s resume, profile, or contact details to the Client, or arranges an interview.
"Placement" constitutes the Client engaging the Candidate for employment or services in any capacity.
2. GENERAL PROVISIONS
a. FEES & PAYMENT
i. Invoicing:
Booth invoices monthly in advance. Payment is due within seven (7) days of invoice date.
ii. Late Payment:
Overdue amounts incur interest at 2% per month. Booth may suspend Services for invoices overdue by more than 10 Business Days.
iii. Taxes:
Fees are exclusive of taxes. Client shall pay all taxes and duties without deduction. If withholding tax applies, Client shall "gross up" the payment to ensure Booth receives the full invoiced amount.
iv. Currency & Exchange Rates
All Invoices are generated in United States Dollars (USD) unless otherwise stated in the Order Form. If the parties agree to payment in a different currency, the exchange rate applied shall be the prevailing market rate at the time the Invoice is generated, not the time of payment. Any exchange rate losses or bank processing fees incurred due to payment in non-USD currencies shall be borne by the Client.
v. Security Deposit
If specified in the Order Form, equivalent to Two (2) Month's Service Fee. Booth shall hold the Security Deposit (if applicable) for the duration of the Agreement. Booth reserves the right to deduct from the Security Deposit any outstanding Service Fees or other amounts due and unpaid by the Client under this Agreement. The remaining balance of the Security Deposit shall be refunded to the Client within sixty (60) days following the effective date of termination, provided all obligations have been settled.
b. Confidentiality:
Each party shall protect the other’s Confidential Information with reasonable care and use it only for the purposes of this Agreement. Confidentiality obligations shall not apply to information that: (i) is or becomes part of the public domain without breach of this Agreement; (ii) was independently developed by the recipient without use of the disclosing party's Confidential Information; or (iii) is required to be disclosed by law, court order, or government regulation, provided the recipient gives the disclosing party reasonable prior notice (where legally permissible) to contest such disclosure. The obligations of Confidentiality and Non-Solicitation shall survive for the duration specified in the applicable Service-Specific Terms, or if undefined, for a period of two (2) years.
c. Booth Obligations
i. No Employer Relationship
1. Associates are employees of Booth (or its local Partner Company). Nothing in this Agreement creates an employer-employee relationship between the Client and the Associates. Booth retains the sole right to discipline, suspend, or dismiss Associates.
d. Client Obligations
i. Access:
1. Client grants Booth necessary administrative privileges to Supported Systems (e.g., Admin Consoles).
e. Data Privacy:
Both parties agree to comply with applicable data privacy laws, including PDPA (Singapore), Data Privacy Act (Philippines), and applicable laws in Colombia.
f. Governing Law:
This Agreement is governed by the laws of Singapore. Any unresolved dispute shall be referred to arbitration administered by the SIAC in Singapore.
g. General Indemnity
i. Indemnification by Booth: Booth shall defend, indemnify, and hold harmless the Client and its officers, directors, and employees from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of:
1. Bodily Injury: Death or bodily injury to any person caused by the negligence of Booth or its Associates;
2. IP Infringement: Any claim that the Services or Work Product provided by Booth infringe upon the intellectual property rights of a third party;
3. Misconduct: Booth’s gross negligence or willful misconduct in the performance of this Agreement.
ii. Cyber & Data Indemnity Exception: Notwithstanding the foregoing, Booth shall have no obligation to indemnify the Client for any claims, damages, or regulatory fines arising out of or relating to:
1. Cyber Events: Any Cyberattack, Ransomware, Phishing, or Data Breach, unless such event was caused directly and solely by Booth’s gross negligence or willful misconduct;
2. Third-Party Failures: Security vulnerabilities or breaches originating from third-party software (e.g., Microsoft 365, Google Workspace), hardware, or networks not owned by Booth.
iii. Indemnification by Client: The Client shall defend, indemnify, and hold harmless Booth from and against any third-party claims arising out of:
1. Instructions: Booth’s compliance with the Client’s specific instructions, policies, or directions;
2. Client Content: Any software, data, or materials provided by the Client to Booth or its Associates;
3. Employment Claims: Any claim by an Associate regarding co-employment, discrimination, or harassment arising from the Client’s direct supervision or conduct.
iv. Procedure: The party seeking indemnification must: (a) provide prompt written notice of the claim; (b) grant the indemnifying party sole control over the defense and settlement; and (c) provide reasonable assistance at the indemnifying party’s expense.
h. Force Majeure
Neither party is liable for delays caused by events beyond their reasonable control. If such delay exceeds 30 days, the Agreement may be terminated.
i. Compliance
In performing its obligations under this Agreement, Booth shall comply with all applicable laws regarding anti-slavery, human trafficking, and anti-corruption (including the prohibition of bribery). Booth shall maintain policies to ensure compliance with these laws throughout the Term.
j. Non-Exclusivity
Booth reserves the right to provide similar services to other clients, including competitors of the Client, provided that Booth does not use or disclose the Client's Confidential Information in doing so.
k. Liability & Warranties
i. Service Warranty: Booth warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards.
ii. General Liability Cap: Except for claims involving gross negligence or willful misconduct, Booth’s total aggregate liability for all claims arising out of or in connection with this Agreement shall not exceed the total Service Fees paid by the Client in the six (6) months preceding the claim.
iii. IT & Cyber Liability Limitations (Managed & Talent Solutions): Notwithstanding the General Liability Cap above, the following specific limitations apply to any IT Services, IT Support, or Managed IT Solutions provided by Booth:
1. Excluded Damages: Booth shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, loss of revenue, loss of data, or business interruption, arising from cyberattacks, ransomware, malware, system downtime, or unauthorized access to Client systems.
2. Data Recovery Limitation: In the event of data loss caused by Booth’s negligence, Booth’s liability is strictly limited to the commercially reasonable efforts to restore such data from the most recent available backup. Booth assumes no liability for data loss resulting from the Client’s failure to implement or approve recommended backup protocols.
3. Third-Party Failures: Booth shall not be held liable for Service Level failures, security breaches, or performance issues caused by third-party software vendors (e.g., Microsoft, Google), hardware manufacturers, or internet service providers (ISPs).
4. Specific Cap for IT Claims: For claims specifically related to Managed IT Services or IT Support, Booth’s total liability shall not exceed the Service Fees actually paid by the Client for the specific IT Service giving rise to the claim during the three (3) months prior to the event.
iv. Equipment Liability: Booth accepts liability for physical damage to Client hardware only while in Booth’s physical possession for triage or repair, limited strictly to the replacement cost of the hardware.
l. General Legal Provisions
i. Representations
1. Each Party represents and warrants that it is a validly existing legal entity and possesses the full power and authority to enter into and perform its obligations under this Agreement.
ii. Assignment
1. Booth may assign this Agreement to any affiliate, subsidiary, or successor-in-interest without prior consent. Client may not assign this Agreement without Booth’s prior written consent.
iii. Severability
1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.
iv. Entire Agreement
1. This Agreement (Order Form and T&C’s) constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings.
3. SERVICE-SPECIFIC TERMS: TALENT SOLUTIONS
a. Services & Associates
i. Engagement:
1. Booth shall provide the Services and assign Associates as detailed in the Order Form.
ii. Exclusivity
1. Associates work exclusively for the Client’s benefit unless otherwise agreed.
iii. Management
1. Client shall provide day-to-day instructions to the Associate regarding the Work. Client agrees not to provide instructions that would cause Booth to violate local labor laws or cause Associates to file grievances.
iv. Limitation of services
1. Booth provides the Services and Associates for execution support only under the Client’s direction and supervision. Booth does not provide strategic, legal, financial, or tax advisory services. The Client retains sole responsibility for all business decisions, strategies, and outcomes resulting from the Associates' work.
b. Service Standards & Operational Procedures
i. General Standard
Booth shall provide the Services in a professional and workmanlike manner in accordance with the Talent Solutions Service Description (the "Service Guide"), which is available at [Link] or provided upon request.
ii. Operational Details
The Service Guide outlines the specific operational parameters, including but not limited to:
a. IT Specifications: Standard hardware configurations (e.g., Processor, RAM) and support tier definitions.
i. Response Times: Target resolution times for IT incidents (e.g., Critical incidents < 2 hours).
ii. Recruitment: Standard timelines for candidate endorsement (approx. 2 weeks) and hiring (30-60 days).
iii. Updates to Standards
1. Booth may update the Service Guide from time to time to reflect improvements in technology or processes (e.g., upgrading laptop specs or software tools). Booth shall notify Client of material changes at least 30 days in advance.
c. Booth Obligations
i. Non-Redeployment:
1. Booth shall not reassign or re-deploy any Associate assigned to the Client to another account without the Client’s prior written consent, except in cases of voluntary resignation by the Associate or termination for cause.
ii. Associate Agreements:
1. Booth warrants that it has executed valid employment contracts with all Associates, which include: (i) strict confidentiality obligations protecting Client data, and (ii) non-compete and/or non-solicitation restrictions consistent with local labor laws.
iii. Compliance:
1. Booth remains solely responsible for the payment of all salaries, government-mandated benefits, and tax withholdings for the Associates.
d. Fees
i. Associate Compensation: The Client retains sole discretion to determine annual salary increases or performance bonuses for the Associates ("Client-Directed Adjustments"). Booth will implement these adjustments upon instruction, and the total invoiced amount will be adjusted accordingly to reflect the new salary and associated government contributions.
ii. Booth Service Fee: Booth reserves the right to review and adjust the Monthly Service Fee (Management Fee) annually to account for inflation and rising operational costs.
1. Notice: Booth shall provide at least sixty (60) days' written notice of any such increase.
2. Cap: Any such increase shall not exceed 5% of the then-current Service Fee (or the local Consumer Price Index, whichever is higher) in any 12-month period, unless otherwise agreed in writing.
iii. Disputes
1. Client must notify Booth of any invoice dispute in writing within 10 days of receipt. Undisputed amounts remain payable by the Due Date.
e. Employee Contingency Reserve (ECR)
i. Nature of Reserve:
1. The Client acknowledges that a portion of the Service Fees constitutes an "Employee Contingency Reserve." This reserve is collected by Booth to accrue funds for future statutory obligations, including separation pay and redundancy costs.
ii. Non-Refundable:
1. The Employee Contingency Reserve is fully earned upon payment and is non-refundable, regardless of whether any separation pay is actually incurred.
iii. Coverage & Waiver:
1. In consideration of this reserve, Booth assumes financial responsibility for the payment of Statutory Separation Costs (as defined in the General Provisions) for Associates assigned under this Talent Solutions section. The Client shall not be separately liable for Statutory Separation Costs upon termination, except in the event of a "Mass Layoff" (defined as the simultaneous termination of more than 10 Associates or 20% of the workforce, whichever is greater) where statutory costs exceed the accrued reserve.
f. Replacement of Associates
i. First 6 Months
1. If a Candidate voluntarily resigns or is terminated for cause within the first six (6) months of employment, Booth will provide a replacement Candidate for the same position at no additional cost, subject to the following conditions:
a. Exclusions:
i. This guarantee does not apply if the termination is due to:
1. Material Change in Role: The Client significantly alters the Associate’s job description, shift schedule, or core responsibilities from those originally agreed upon during the hiring process without the Associate’s prior written consent.
2. Hostile Work Environment: The Associate resigns due to substantiated harassment, discrimination, or abusive behavior by the Client or its representatives.
3. Non-Compliant Instructions: The Client requires the Associate to perform tasks that are illegal, unethical, or in violation of applicable labor or safety laws.
4. Operational Redundancy: The engagement is terminated due to the Client’s budget constraints, restructuring, redundancy, or lack of work volume, unrelated to the Associate’s performance.
5. Payment Default: The Client fails to pay Service Fees in accordance with the Agreement, resulting in a suspension or termination of services.
ii. After 6 Months
1. If an Associate is terminated or resigns after 6 months, the Client shall bear the recruitment and replacement costs.
g. Training & Tools
i. Client is responsible for providing necessary training, access to systems, and specific instructions required for the Work.
h. Indemnity for Instructions
i. Client indemnifies Booth against all claims, losses, or damages arising from the Client’s specific instructions to Associates or failure to provide appropriate instructions.
i. Client-Provided Equipment
i. If the Client provides its own equipment, devices, or software ("Client Assets") for use by the Associate, the Client retains all risk of loss or damage to such Client Assets. Booth shall not be liable for any damage, loss, or malfunction of Client Assets unless caused by Booth’s gross negligence or willful misconduct.
j. Intellectual Property
i. Work Product: Except as set forth in Clause 2 below, all deliverables, code, reports, and materials created, developed, or produced by the Associate specifically for the Client during the Term ("Work Product") shall be considered "work made for hire" and shall be the sole and exclusive property of the Client immediately upon creation.
ii. Booth Tools: Booth retains all right, title, and interest in and to its proprietary management tools, scripts, software, automation frameworks, methodologies, and pre-existing intellectual property used to perform the Services ("Booth Tools").
1. License: Booth grants the Client a limited, non-exclusive, non-transferable license to use such Booth Tools solely for the purpose of receiving the Services during the Term.
2. Restrictions: The Client shall not reverse engineer, resell, or claim ownership of any Booth Tools.
iii. Client Data & Configurations: Notwithstanding Booth’s ownership of the Tools, the Client retains exclusive ownership of:
1. All Client Data processed or stored by the Tools;
2. Any specific configurations, parameters, or settings applied to the Tools unique to the Client’s environment; and
3. Any output or reports generated by the Tools specifically for the Client.
k. Term & Termination
i. Termination for Convenience
1. Either party may terminate the Agreement with 60 days' written notice (unless otherwise specified in the Order Form).
ii. Termination for Cause
1. Either party may terminate immediately if the other party: (i) commits a material breach that is not remedied within 10 days; (ii) commits fraud; or (iii) becomes insolvent or subject to bankruptcy proceedings.
iii. Effect of Termination
1. General Liability: The Client is liable for all Fees and Services rendered up to the effective date of termination.
2. Statutory Separation Costs: In consideration of the Employee Contingency Reserve (ECR) included in the Monthly Service Fee, the Client is exempt from the liability for Statutory Separation Costs. Booth assumes financial responsibility for such costs, except in the event of a "Mass Layoff" (defined as the simultaneous termination of more than 10 Associates or 20% of the active workforce, whichever the greater), where the Client shall remain liable for statutory costs exceeding the accrued reserve.
l. Transfer of Associates (Non-Solicitation)
i. Direct Hire
1. If Client wishes to hire an Associate directly (or through another provider) during this Agreement or within one (1) year of its termination, Client must: (a) Provide 90 days’ written notice; (b) Obtain the Associate's written consent; and (c) Ensure the Associate resigns from Booth properly.
ii. Buyout Fee
1. Violation of this clause, or hiring an Associate without following this process, shall render the Client liable for liquidated damages equal to three (3) months’ total monthly billing (Salary + Service Fees) for the relevant Associate.
4. SERVICE-SPECIFIC TERMS: MANAGED SOLUTIONS
a. General Standard
i. Booth shall provide the Services in a professional and workmanlike manner in accordance with the Managed Solution Service Description (the "Service Guide"), which is available at [Link] or provided upon request.
b. Managed Business Processes
i. For Services involving business process execution (including but not limited to Data Entry, Customer Support, and Back-Office Administration), the following terms apply:
1. Scope of Execution:
a. Booth shall provide the personnel and supervision to execute the Client’s business processes ("The Process") in strict accordance with the Standard Operating Procedures (SOPs) provided by the Client.
2. Process Dependency:
a. Booth’s obligation to meet performance targets is conditional upon the Client providing clear, unambiguous SOPs and maintaining the availability of necessary Client-side systems (e.g., CRM, Chat Tools).
3. Quality vs. Volume:
a. Unless otherwise specified in the Order Form, Booth prioritizes accuracy over volume. Booth shall not be liable for production backlogs resulting from the Client’s failure to provide sufficient lead time or volume forecasting.
4. Limitation of Advisory Liability
a. Booth acts solely as an execution partner. Booth does not provide strategic, legal, financial, or professional advisory services. The Client retains sole responsibility for the business outcomes, customer relationships, and strategic decisions resulting from the execution of the Services. Booth shall not be liable for any consequential loss arising from the Client’s use of the data or outputs generated by the Services.
c. Managed IT Support
i. Scope of Execution:
1. Booth shall provide the Services detailed in the Order Form, including 24/7 Global Service Desk support, productivity suite administration, and automated security patching.
ii. Cyber Security Disclaimer:
1. Booth provides standard security hygiene (patching/AV) but does not warrant that Services will prevent all cyberattacks, ransomware, or data breaches. Booth is not liable for damages resulting from pre-existing vulnerabilities or social engineering.
d. Shared Resource:
i. Services are provided on a non-exclusive, shared-resource basis. Booth reserves the right to assign or reassign technical staff as needed.
e. Service Levels & Exclusions:
i. Service Level Targets: Booth shall use commercially reasonable efforts to meet the Service Level Agreements (SLAs), including Response Times and Resolution Times, as defined in the applicable Service Guide or Order Form.
ii. SLA Exclusions: Notwithstanding the foregoing, Booth shall not be responsible for any failure to meet Service Level Targets, and no Service Credits shall accrue, to the extent such failure is caused by or results from:
1. Third-Party Connectivity: Outages or degradation of service caused by Third-Party Internet Service Providers (ISPs), telecommunications carriers, or public internet backbone failures.
2. Client Environment: Power failures, environmental controls (e.g., air conditioning), or physical hardware damage at the Client’s premises not directly managed by Booth.
3. "Shadow IT" & Unauthorized Changes: Issues resulting from software, applications, or hardware installed, modified, or reconfigured by the Client or its users without Booth’s prior knowledge and written approval ("Shadow IT").
4. Client Delay: Booth’s inability to access the Client’s premises, systems, or authorized personnel necessary to troubleshoot the issue.
5. Force Majeure: Events beyond Booth’s reasonable control, including fire, flood, acts of God, or civil unrest.
iii. Remediation of Excluded Issues: If Booth is requested to resolve an incident caused by any of the Exclusions listed above (e.g., removing a virus caused by unauthorized Shadow IT), such work shall be considered Out-of-Scope and billed at Booth’s standard Hourly Engineering Rates.
f. Non-Solicitation
i. During the Term and for 12 months thereafter, Client shall not hire or solicit Booth personnel. Breach of this clause incurs liquidated damages of US $25,000 per solicited person.
g. Client Obligations
i. Access:
1. Client grants Booth necessary administrative privileges to Supported Systems (e.g., Admin Consoles).
ii. Approvals:
1. Client shall designate a Point of Contact authorized to approve changes.
h. Term & Termination
i. Renewal:
1. The Agreement automatically renews for successive terms unless terminated by either party with 60 days' written notice.
ii. Termination for Cause:
1. Either party may terminate immediately for material breach (uncured after 10 days), insolvency, or fraud.
iii. Effect of Termination:
1. Upon termination, Booth will securely offboard access and cease Services. Client is liable for all fees incurred up to the effective date.
iv. Transition Services:
1. Transition Period & Timing: Upon service of a Termination Notice (e.g., 60 days), the Parties shall immediately commence transition activities.
a. Concurrent: The Transition Period shall run concurrently with the Notice Period. The Client acknowledges that standard Services may be scaled back during this time to accommodate transition tasks.
b. Post-Termination Extension: If the Client requires Transition Services to extend beyond the effective date of termination, such extension shall be at Booth’s sole discretion and subject to a Premium Transition Fee (125% of standard rates) for the extended period.
2. Scope of Transition Services: Transition Services may include:
a. Handover of administrative passwords, encryption keys, and access credentials;
b. Transfer of Client Data and documentation in Booth’s possession;
c. Uninstalling Booth’s monitoring agents and tools from Client systems; and
d. Answering reasonable technical queries from the new provider regarding the current configuration.
3. Transition Fees: Unless termination is due to Booth’s material breach, all Transition Services shall be billable.
a. Fixed Fee: If the transition requires standard handover tasks, Booth will charge a one-time Disengagement Fee equivalent to one (1) month of the Service Fees.
b. Hourly Basis: Any extended support, training of the new provider, or manual data migration exceeding ten (10) hours shall be billed at Booth’s then-current Standard Engineering Hourly Rates.
4. Conditions for Release: Booth shall have no obligation to initiate Transition Services or release administrative credentials until:
a. All outstanding invoices (including the Disengagement Fee) have been paid in full; and
b. The Client has signed a Final Release of Liability, acknowledging that Booth is no longer responsible for the security, patching, or uptime of the network effective from the handover date.
i. Indemnification for Client Materials & Instructions
i. Notwithstanding the General Indemnity provisions, Client agrees to indemnify, defend, and hold Booth harmless from any and all claims, penalties, or damages arising out of or relating to: (i) Booth’s use of any scripts, marketing materials, contact lists, or data provided or approved by the Client; and (ii) Booth’s execution of specific instructions or Standard Operating Procedures (SOPs) directed by the Client, provided Booth has not acted with gross negligence or willful misconduct.
5. SERVICE-SPECIFIC TERMS: RECRUITMENT ONLY
a. Acceptance of Terms:
i. An Introduction by Booth to the Client is confidential. By interviewing a Candidate or hiring a Candidate introduced by Booth, the Client is deemed to have accepted these Terms & Conditions.
b. Fees and Invoicing
i. Calculation:
1. The Placement Fee is calculated as a percentage of the Candidate’s Total First-Year Annual Compensation. This includes base salary, signing bonuses, and guaranteed bonuses/commissions. (The specific percentage is defined in the applicable Work Order).
2. Trigger:
a. The fee is earned upon the Candidate's acceptance of an offer and is invoiced on the Candidate’s start date.
c. Candidate Ownership
i. Exclusivity of Introduction:
1. If the Client employs a Candidate introduced by Booth within twelve (12) months of the Introduction, the full Placement Fee is due.
ii. Prior Knowledge:
1. If the Client believes they already have a valid claim to a Candidate (e.g., the Candidate is already in their active database), the Client must notify Booth in writing within 48 hours of Booth’s Introduction. Failure to do so constitutes acceptance of Booth’s Introduction.
d. Replacement Guarantee
i. If a Candidate voluntarily resigns or is terminated for cause within the first six (6) months of employment, Booth will provide a replacement Candidate for the same position at no additional cost, subject to the following conditions:
1. Notification:
a. The Client must notify Booth in writing within 5 business days of the termination.
2. Payment Status:
a. The Client must have paid the original invoice on time (by the due date). Late payment voids this guarantee.
3. Exclusions:
a. This guarantee does not apply if the termination is due to layoffs, redundancy, restructuring, change of job description, or working conditions found to be significantly different from those described during the recruitment process.
4. No Refunds:
a. This is a replacement guarantee only. No cash refunds will be provided. If a replacement cannot be found after a reasonable period (e.g., 60 days), a credit note may be issued for future services.
e. Liability and Suitability
i. Client Responsibility:
1. While Booth makes every effort to screen Candidates, the Client is solely responsible for verifying references, work authorization, medical requirements, and overall suitability for the role.
ii. Limitation:
1. Booth is not liable for any loss, expense, damage, or delay arising from the Introduction or engagement of any Candidate.