Terms and Conditions

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TERMS AND CONDITIONS FOR VIRTUAL STAFFING AND BUSINESS SUPPORT SERVICES

These Terms and Conditions ("Terms"), together with any mutually signed Virtual Staffing and Business Support Services Agreement ("VSA"), form the complete agreement between the Service Provider and the Client. By utilizing our services, the Client automatically accepts and agrees to be bound by these Terms in their entirety.

• Service Provider: Means Heartworks Careers Co., the company issuing these Terms, specializing in virtual staffing, sourcing, and administrative support.
• Client: Means the company or organization engaging the Service Provider for staffing and support services.
• Candidate: Means any individual sourced, vetted, or referred by the Service Provider.
• Contractor: Means any Candidate who is successfully engaged by the Client, whether as an employee, independent contractor, consultant, or otherwise.
• Start Date: Means the Contractor’s first working day under the Client’s engagement.
• Sourcing Initiation Fee: Means the non-refundable fee paid by the Client to initiate the dedicated sourcing and screening process.
• Risk Mitigation Retainer [RMR]: Means the non-refundable fee equivalent to one month's Service Retainer Fee, held by the Service Provider and creditable exclusively against the final Buyout Conversion Fee.
• Monthly Service Retainer Fee: Means the recurring service fee equivalent to twenty percent (20%) of the Contractor’s gross monthly salary, subject to volume discounts.
• Buyout Conversion Fee: Means the one-time fee paid by the Client to terminate the recurring Monthly Service Retainer Fee obligation and acquire full ownership of the Contractor relationship.

(a) The Service Provider offers staff sourcing, candidate vetting, and administrative facilitation services to the Client for the purpose of identifying suitable Contractors for remote engagement. (b) The Service Provider's role is strictly limited to sourcing and ongoing support. The Service Provider is not the employer of record and is not liable for the Contractor's payroll, tax withholding, statutory benefits (SSS, PhilHealth, Pag-IBIG), or daily supervision. (c) All engagements are direct, contractual relationships between the Client and the Contractor. (d) The Service Provider may offer ancillary support (e.g., job description assistance, interview coordination, onboarding advice), but such services are non-binding and advisory only.

(a) Both Parties shall comply with all applicable Philippine laws, including the Labor Code of the Philippines and the Data Privacy Act of 2012 (RA 10173). (b) Client as Statutory Principal: The Client is the statutory principal and maintains full control over the employment or contractual status and compliance path of the Contractor. (c) The Client is solely responsible for ensuring its engagement practices comply with all labor, anti-discrimination, and data protection standards, and accepts full responsibility for all employer obligations inherent to the chosen worker classification. (d) The Service Provider, being registered in the Philippines, shall be solely responsible for reporting and remitting all local tax and regulatory obligations regarding the Service Provider's operations and service fees.

(a) Sourcing Initiation Fee (Non-Refundable): The Client shall pay a non-refundable fee equivalent to twenty percent (20%) of the candidate's target gross monthly salary to activate the job order and commence the sourcing process. This fee is earned compensation for the initial sourcing and screening work. (b) Monthly Service Retainer Fee: For each engaged Contractor, the Client shall pay a recurring fee equivalent to twenty percent (20%) of the Contractor’s gross monthly salary, subject to the discounts in Section 5. (c) Risk Mitigation Retainer [RMR] (Non-Refundable): Upon the Contractor’s Start Date, the Client shall pay a one-time RMR equivalent to one (1) month’s recurring Monthly Service Retainer Fee (pre-discount). The RMR is compensation for onboarding and administrative setup and is held as a financial buffer against early default. The RMR is only creditable against the final Buyout Conversion Fee (Section 9). (d) Invoicing: Invoices are issued monthly on the last calendar day of the month for the preceding service period. The payment term is Net 30 (due within thirty calendar days) from the invoice date. (e) Tax Responsibility: All fees quoted are inclusive of applicable Philippine taxes. The Client must pay the exact invoiced amount without deduction or withholding.

The Service Provider offers tiered incentives for Clients engaging multiple Contractors concurrently under the VSA:

• Tier 1 (Silver): Clients with five (5) to nine (9) active Contractors will receive a 20% reduction on the Monthly Service Retainer Fee for all active Contractors.
• Tier 2 (Gold): Clients with ten (10) or more active Contractors will receive a 30% reduction on the Monthly Service Retainer Fee for all active Contractors.

(a) Late Payment Penalty: If any invoice remains unpaid beyond thirty (30) calendar days from the invoice date, the Client shall pay a late penalty of two percent (2%) of the outstanding balance per month. (b) Suspension of Services: If an invoice remains unpaid after forty-five (45) days, the Service Provider may immediately suspend all services, including future sourcing, referrals, and replacement services, until the full amount and accrued penalties are settled.

(a) If any single invoice remains unpaid for ninety (90) calendar days or more from the invoice date, the Service Provider shall have the right to immediately terminate the VSA with written notice. (b) Upon such termination, the Client shall be immediately liable for and agrees to pay the Full Buyout Conversion Fee (Section 9) as liquidated damages for breach of payment terms, less the Risk Mitigation Retainer [RMR] already paid. This full amount shall be immediately due and payable.

(a) The Service Provider provides a re-sourcing guarantee period of sixty (60) calendar days from the Contractor’s Start Date. (b) If the Contractor resigns or is terminated for just cause within the guarantee period, and the Client has paid all due fees, the Service Provider will provide one (1) free re-sourcing service for the same position. (c) No Refunds: The guarantee is strictly limited to the re-sourcing search. Under no circumstances shall the Service Provider issue any cash refund or credit note for the Sourcing Initiation Fee or the Risk Mitigation Retainer, as these are earned administrative fees.

(a) The Client may terminate the recurring Monthly Service Retainer Fee obligation at any time by paying a one-time Buyout Conversion Fee equal to the Monthly Service Retainer Fee (20% of gross salary) multiplied by twelve (12) months (Full Buyout Fee). (b) RMR Credit: If the Client has paid the Risk Mitigation Retainer [RMR], the final payment required shall be the Full Buyout Fee less the amount of the RMR. (c) Upon full payment, the Buyout Conversion Fee is non-refundable, and all future Service Retainer Fees for that Contractor are permanently waived. This payment transfers the relationship ownership entirely to the Client.

(a) The Client agrees that for a period of two (2) years following the termination of engagement, or for as long as a Candidate introduced by the Service Provider remains engaged, the Client shall not directly or indirectly hire, re-engage, or refer the Candidate to any third party except through the Service Provider. (b) Penalty for Breach: If this clause is breached, the Client shall immediately pay the Service Provider the Full Buyout Conversion Fee (12 months of the Monthly Service Retainer Fee) for the relevant Contractor.

(a) Both Parties agree to protect all non-public and personal data obtained during the engagement in compliance with the Data Privacy Act of 2012 (RA 10173). (b) The Client consents to cloud-based and cross-border data storage for sourcing purposes, subject to appropriate security safeguards. (c) The Service Provider retains ownership of its proprietary templates, sourcing systems, and methodologies. The Client receives a limited license to use deliverables only for internal purposes related to the engaged Contractor.

(a) Limitation of Liability: The Service Provider’s total liability under the VSA shall not exceed the total Monthly Service Retainer Fees paid by the Client in the three (3) months immediately preceding the claim. (b) Indemnity (Client as Employer): The Client shall indemnify and hold the Service Provider harmless from any claims, liabilities, or damages arising from the Client’s engagement decisions, payroll, taxes, benefits, workplace disputes, or non-compliance with labor laws concerning any Contractor.

(a) Governing Law and Venue: These Terms are governed by the laws of the Republic of the Philippines. Any dispute unresolved through negotiation shall be submitted to binding arbitration under the Philippine Dispute Resolution Center, Inc. (PDRCI) rules in Manila, Philippines. (b) Order of Precedence: In the event of a conflict between these general Terms and Conditions and the specific terms contained within a mutually signed Virtual Staffing and Business Support Services Agreement (VSA), the signed VSA shall prevail and control the commercial relationship. (c) Termination: Either Party may terminate with thirty (30) days’ written notice. Termination does not cancel accrued fees, including the Default Buyout Charge under Section 7.