Nannies on the Go, LLC (“NOTG”) and (“Client”) hereby enter into this Client Service Agreement (the “Agreement”).
1. Services: Client desires to hire an employee (“Candidate”) to provide domestic services. NOTG is a referral agency and will make reasonable efforts according to applicable law to refer Candidates to Client. Client agrees to notify NOTG within one business day if NOTG refers a Candidate to Client with whom Client has already had contact, either by previous employment or by referral from any other person, agency or source, including but not limited to craigslist.com. Client understands and agrees that employing a Candidate is ultimately Client’s decision, and that signing up with or paying NOTG does not guarantee that NOTG will find a suitable Candidate for Client.
Client will provide NOTG with such information as may be requested by NOTG concerning Client’s requirements for a Candidate; Client confirms that such information is true and complete in all respects. Client authorizes NOTG to contact references provided by Client.
2. Client Is Candidate’s Employer: NOTG is not a party to any agreement made between Client and a Candidate. Client understands and agrees that the Candidate’s work schedule, compensation, and the method, manner and means of employment, and any other terms and conditions of employment, will be determined by Client and the Candidate. NOTG will not be responsible for the Candidate’s direction, supervision, control or compensation, and NOTG is not the Candidate’s employer or co-employer with Client. Rather, Client will be solely responsible for the Candidate’s direction, supervision, control and compensation, and Client understands and agrees that it is the Candidate’s employer. Accordingly, Client understands and agrees that it will be responsible for all employer related taxes, withholdings, worker’s compensation insurance, obligations and requirements according to applicable law.
3. Confidential Information: Client understands and agrees that, to the maximum extent allowed by law, all information and materials about Candidates are to be kept strictly confidential and are to be used only in conjunction with NOTG’s referral services. If Client provides Candidate information to another party and the other party hires or otherwise engages the Candidate without compensating NOTG its full fees, Client will be responsible for paying NOTG’s full fees as stated in this Agreement as if NOTG had placed the Candidate with a client.
4. Fee Schedule: In the event Client employs or otherwise engages the services of a Candidate referred or introduced by NOTG to Client, at any time from within one year of the date of NOTG’s referral or introduction of the Candidate to Client, for any position even if not for the position originally sought by Client, Client agrees to pay NOTG the following Referral and or Booking Fee(s) depending on the type of Candidate(s) Client hires or otherwise engages:
For permanent placements only – Please initial next to placement selected –
• Part Time Candidate Placements (34 hours or less): 12% of the Candidate’s Total Gross Annual Compensation with a minimum Referral Fee of $1,500 – Includes a four-month replacement guarantee.
• Full Time Candidate Placements (35 hours or more): 10% of the Candidate’s Total Gross Annual Compensation with a minimum Referral Fee of $3,000 – Includes a four-month replacement guarantee.
• Live-In Candidate Placements: 15% of the Candidate’s Total Gross Annual Compensation with a minimum Referral fee of $3,000 – includes a four-month replacement guarantee.
• Please initial here if a temporary membership package is selected.
“Total Gross Annual Compensation” includes all compensation in whatever form, including but not limited to hourly wages, salary, bonuses, and the value of insurance and room and board, received by the Candidate from Client during the Candidate’s first year of employment with Client. If the Candidate’s compensation increases during the first year of the placement, Client agrees to inform and pay NOTG for any additional compensation according to the terms of this Agreement. The Referral Fee for a Candidate Placement that lasts for less than one year is the Candidate’s total weekly compensation multiplied by 52 weeks multiplied by 10% or 12% for Live-Out or 15% for Live-In. For Temporary Babysitting services, Client understands and agrees that the fee(s) paid to NOTG are only the annual Family Membership Fee and the Booking Fee(s); Client still needs and agrees to pay the babysitter directly at the end of the babysitter’s shift.
Client agrees to pay NOTG a Referral and or Booking Fee, as applicable, for each Candidate Client employs or otherwise engages. Client agrees to pay NOTG all fees owed pursuant to this Agreement as soon as a Candidate referred by NOTG accepts an offer of employment or other engagement from Client, and in any case by no later than the Candidate’s first day of work for Client. Client understands and agrees that Client’s hiring or other engagement of a Candidate referred by NOTG will constitute Client’s acceptance of the terms and conditions of this Agreement even if Client does not return this executed Agreement to NOTG.
All fees are non-refundable, earned in full, and due and payable according to the terms of this Agreement. If any fees or portions thereof are not paid when due, NOTG will charge interest on the unpaid amount of the fee. Interest will be calculated by multiplying the unpaid balance by the periodic rate of .5% per month (SIX PERCENT [6%] ANNUAL PERCENTAGE RATE). The unpaid balance will bear interest until paid. If Client’s account is turned over to an agency or other person or entity for collection, all fees and interest, including but not limited to attorney’s fees and costs, incurred relating to the collection activity will be added to Client’s original balance, become payable to NOTG according to the terms of this Agreement, and Client agrees to pay NOTG all such fees, costs, and interest. Finally, Client agrees to pay NOTG any charge NOTG incurs if Client’s check or other payment is returned or refused for any reason.
Client agrees to provide NOTG with a valid credit card number, expiration date and other information; understands and agrees that NOTG shall charge Client’s credit card for all fees and charges owed to NOTG if Client fails to pay all fees and charges in a timely manner according to the terms of this Agreement; hereby irrevocably authorizes NOTG to place charges on said account in accordance with this Agreement; and agrees to pay all such charges and fees billed to Client’s credit card according to the terms of this Agreement. Client will immediately give NOTG new credit card information and an authorization for the new credit card(s) should Client cancel the credit card or should Client’s ability to use the credit card cease for any reason.
5. Replacement and Credit Policy: Upon fulfillment of all the conditions listed herein, subject and limited to the terms of this Agreement, and for Candidate Placements only (not Temporary Babysitting), if the initial Candidate’s employment or other engagement with Client is terminated by either Client or Candidate within 90 days from Candidate’s first day of employment or other engagement with Client, NOTG will make reasonable efforts according to applicable law for 30 days to provide additional referrals for a maximum of one replacement Candidate to Client. If Client terminates the Candidate for cause within 91 to 180 days from Candidate’s first day of employment or other engagement with Client, NOTG will make reasonable efforts according to applicable law for 30 days to provide additional referrals for a maximum of one replacement Candidate to Client. If Client terminates the Candidate for cause within 181 to 365 days from Candidate’s first day of employment or other engagement with Client, NOTG will provide client with a 25% credit toward a future placement from NOTG. During the up to 30 days NOTG will search for a replacement Candidate, NOTG will refer a temporary Candidate to Client.
NOTG’s obligation to provide a replacement or credit is expressly conditioned on Client’s (1) satisfaction of all of his or her obligations under this Agreement, including but not limited to payment of all NOTG’s fees and charges in a timely manner; (2) notification to NOTG within one week of the Candidate’s resignation or termination of employment or other engagement; (3) abiding by all applicable laws, including paying the Candidate in a timely manner in full as required by law; (4) not materially changing the Candidate’s job duties or job description; (5) not engaging in any acts of harassment, abuse, or moral turpitude in the context of the employment relationship; and (6) providing NOTG with a work agreement signed by both Client and Candidate within 30 days from Candidate’s first day of employment or other engagement with Client. Determining whether cause exists for the termination and or compliance with the aforementioned conditions is in the sole and absolute discretion of NOTG.
If Client fails to satisfy all of these aforementioned conditions, NOTG shall have no further obligations to Client. NOTG’s obligation to provide a replacement or credit shall not apply if the Candidate gives Client notice of her or his intention to terminate her or his employment with Client at the end of the applicable replacement or credit period or any time thereafter.
6. DISCLAIMER/HOLD HARMLESS/LIMITATION OF LIABILITY: Except as expressly stated in this Agreement, NOTG assumes no liability or responsibility for, and makes no express or implied guarantees, representations or warranties about, any information, material, services, referrals, Candidates, independent contractors, employees or potential employees (including but not limited to the qualifications or performance of Candidates) it provides to Client. Client’s use of NOTG’s services is at Client’s own risk. Additionally, NOTG does not employ or exercise control or discretion over Candidates or any person referred by NOTG to Client, and disclaims all responsibilities for such individuals’ conduct, misconduct, negligence or omissions.
Additionally, to the maximum extent permitted by law, Client shall indemnify, defend and hold NOTG and its owners, agents, employees, officers, directors, representatives, attorneys, and affiliated persons and entities harmless against any damages or liability whatsoever arising out of or in any way in connection with Client’s conduct, negligence, omission(s) or misconduct.
In no event shall either party be liable for consequential, incidental, exemplary, punitive, special or indirect damages of any kind. Further, a party’s aggregate liability for damages of any kind under this Agreement – excluding Client’s potential financial responsibilities in Section 3 of this Agreement; the fees, costs and interest related to collections as referenced in Section 4 of this Agreement; and the indemnity, defense and hold harmless provision in Section 6 of this Agreement – shall be limited to the amount of the Referral or Booking Fee(s) received by or owed to NOTG from Client, whichever is greater. If any waiver, exclusion or limitation of damages is not permitted by law, the parties’ liability to each other is limited to the maximum extent permitted by law.
7. Miscellaneous: This agreement shall be governed by and construed in accordance with the laws of the State of Texas. Any action or proceeding commenced regarding this Agreement shall be brought in Tarrant County, Texas.
This Agreement is entered into by NOTG and Client without reliance upon any statement, representation, promise, inducement, or agreement not expressly contained herein. This Agreement constitutes the entire agreement between NOTG and Client and supersedes all prior oral and written agreements between NOTG and Client with respect to the subjects covered in this Agreement. This Agreement shall not be amended or modified except in a mutually agreed upon writing signed by Client and an authorized representative of NOTG expressly stating an intent to modify or amend this Agreement.
Client represents that he or she has carefully read and fully understands the scope and effect of all of the provisions of this Agreement; that he or she has had all such time that he or she desires within which to consider this Agreement; that he or she has had the opportunity to consult with an attorney of his or her own choosing and at his or her own expense to review this Agreement; and that he or she has availed himself or herself of this opportunity to the extent, if any, that he or she wished to do so.
The terms of this Agreement are severable. The invalidity or unenforceability of any provision within this Agreement shall not affect the application of any other provision, provided that the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable. Further, consistent with the purposes of this Agreement, any otherwise invalid provision of this Agreement may be reformed and, as reformed, enforced by any party to this Agreement.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original. Failure or delay on the part of any party to exercise any right, remedy, power or privilege under this Agreement shall not operate as a waiver of any right, remedy, power or privilege. Each party agrees that the other party is not responsible for any events or circumstances beyond its control (including but not limited to war, riots, embargoes, strikes and or acts of God) that prevent the party from meeting its obligations under this Agreement.
Neither party shall assign or transfer this Agreement or any interest herein without the prior written consent of the other party. The rights and remedies provided in this Agreement shall be the sole and exclusive rights of the parties against one another relating to the subject matter of this Agreement. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. Sections 3, 4, 6 and 7 of this Agreement shall remain in effect even after termination of this Agreement.
For temporary placements only –
As of the date of this Agreement, the Client has selected the Annual ($100 + $30 per day)Unlimited ($1,000)Hotel ($30) Family Membership. The effective start date of the membership is , 20.
For permanent placements only – (to be filled in once a nanny is hired by the family)
As of the date of this Agreement, the Client has selected as its Nanny. The effective start date for is , , 20, and the guarantee for replacement will be in effect until , 20.
The parties hereby certify, represent and warrant that they have carefully read this Agreement, that they fully understand its final and binding effect, and that they agree to all its terms and conditions.