Platform
Back
Back
The present General Terms and Conditions (the “Agreement”) is made and entered into by and between Horizons Professional Technology Services, an Ireland company d.b.a. Horizons (the “Provider”), and the company that is executing this Agreement (the “Client”) with the Provider; each referred to as a “Party” and together as the “Parties”.
In consideration of the mutual covenants contained below, the Parties agree to be bound by the terms and conditions as follows:
Services. The Client desires to retain the Provider’s consulting services (the “Services”) to support the Client’s specific projects as further detailed in relevant duly executed proposal(s) (the “Proposal(s)).
Assignment. The Provider will onboard specific professional(s), introduced by the Client to the Provider, to be assigned, work or render consulting services to the Client (the “Professional(s)”). The Client understands that depending on the applicable situation, such Professional(s) may be an independent contractor or regular employee. Therefore, depending on the availability and presence of relevant Professional(s), the Services may include, but are not limited to, the onboarding and regular signing or employment of such Professional(s) with a local in-country affiliated entity, along with the supervision of all other applicable administrative and HR aspects arising from the signing or employment of such Professional(s), and their deployment to the Client’s projects.
Provider’s Obligations. The Provider shall perform the specific Services set forth in any Proposal, with all due skill, care and diligence, in a good and workmanlike manner, and in conformity with generally recognized industry standards for similar services and all applicable laws and regulations.
Client’s Obligations. To assist the Provider in delivering the Services, the Client undertakes to (i) make available, provide, and/or deliver, on the request of the Provider, all necessary information, materials, context, and instructions and cooperate with all other reasonable requests from the Provider; (ii) ensure that such information, materials and context are provided in full compliance with any applicable laws and regulations; (iii) set all targets for the work or services performed by the Professional(s) and manage the daily operational tasks; (iv) monitor and supervise the ongoing performance and quality of the work or services performed by the relevant Professional(s), and inform the Provider of any unsatisfactory aspects; (v) assume responsibility for the day-to-day management of the Professional(s); (vi) duly notify the Provider, and seek its recommendations, for any intended notifications or official communications to be made to the Professional(s) related to any disciplinary or termination processes and related matters; (vii) notify the Provider immediately if any event or circumstance arises that may impact the performance of the Services by the Provider; and, (viii) bear all undisputed costs related to the Services according to each applicable Proposal.
Value Added Services. The Client may request the Provider to include additional services to enhance the value of the Services or enable further benefits for the Professional(s) during their assignment (the “VAS”) such as, but not limited to, background verifications, IT equipment provision, office space solutions, and/or car leasing services. Such requests shall be made in writing and are subject to the Provider’s prior approval, following a feasibility assessment in accordance with all applicable laws and regulations, and the execution of a supplemental document, such as a specific additional agreement, commitment letter, or other similar document.
Dedicated Professional. The Professional may be a local or foreign individual, introduced by the Client to the Provider and onboarded by the Provider to perform work or services for the Client.
Professional Onboarding. Due to the nature of the Services and the globally distributed team of the Provider, the latter may either use a local in-country affiliated entity, or a local in-country affiliated entity and other third parties to engage a Professional and to handle their payment and other applicable administrative and HR matters; and the Client further authorizes the Provider to use such local entities. The engagement of a Professional will hence be governed by the laws and regulations of the location (country, region, province, state, etc.) where they have been deployed to the Client’s project; and the Client agrees to abide by such laws and regulations.
Rule for Notification to and Communication with Professional. Any notice or communication relating to the daily supervision of the Professional(s), including, but not limited to, setting targets and performance expectations, establishing priorities and deadlines, providing instructions on operational tasks, and conducting performance reviews, shall be the responsibility of the Client. However, any notice or communication concerning employment, administrative, or HR matters, such as disciplinary actions, probation reviews, or termination processes, shall be the responsibility of the Provider.
Project Termination – Professional Offboarding. In case a specific project for which a Professional has been dedicated is to be terminated, and notwithstanding the case of the Professional’s resignation, the Client shall inform the Provider of such intent and indicate the expected project termination date and grant the Provider with a minimum of 5 working days’ from such notice to confirm the receipt of the termination request. Upon receipt of such notice, the Provider will offer a free-of-charge pre-termination consultation and shall, if in accordance and compliance with local laws and regulations, initiate the offboarding process of the relevant Professional(s)’. The Client expressly understands that:
a. Notice to the Provider. The above notice of 5 working days’ does not correspond to any notice period that may be required to be given to the Professional(s) under applicable local laws and regulations. It shall be construed solely as the notice period agreed between the Client and the Provider;
b. Reason for termination (subject to labor law and operational feasibility). The offboarding process and timeframe required to effectively terminate a Professional varies depending on the specific circumstances, including, but not limited to, the reason for termination, provided it complies with applicable labor laws and regulations and is operationally feasible based on the Provider’s setup in the country of hire;
c. Notice to the Professional. Any termination decision made by the Client must be justified to the Provider, which will assess whether the termination complies with local laws and regulations and, in addition, whether it is operationally feasible given the scope of the Services. For the avoidance of doubt, terminations based on redundancy, receivership, insolvency or other financial difficulty of the Client may not constitute a feasible or lawful reason under local laws and regulations, or may not be operationally feasible based on the Provider’s setup in the country of hire;
d. Termination procedure. The Client shall not communicate, verbally or in writing, directly with the Professional(s) regarding the termination of their engagement, at any stage of the offboarding process, without prior consultation with the Provider. The Client shall comply with the Provider’s assessment and follow its procedural recommendations regarding such termination, in accordance with this section;
e. Economic compensation. A severance bonus or a project termination compensation may be required upon termination of a Professional to ensure compliance with local labor laws and regulations. The Client acknowledges and agrees that, immediately upon a Professional’s offboarding, all related termination costs, including, but not limited to, statutory or contractual severance pay or compensation, payment in lieu of notice, accrued leave, prorated salary, and any other compensation entitlements, shall be borne exclusively by the Client.
f. Extra termination costs. All termination costs and any final payments due to the Professional(s) shall be exclusively borne by the Client. Where applicable, any outsourcing of offboarding procedures to external partners or consultants shall be considered part of these termination costs. In the event the Professional(s) contest the termination, or if the termination is deemed wrongful due to the Client’s actions or omissions, all related litigation costs, including any fees, penalties, damages, and other applicable costs, shall be solely borne by the Client. Additionally, a 1-month services fee may apply. The Provider may claim reimbursement from the Client for any such termination or litigation costs that the Provider pays upfront.
Survival. The obligations set forth in this section shall survive the termination of the business relationship between the Parties. Furthermore, in the event the Professional(s) require any final payment after the project termination (typically relating to expenses reimbursements), the Provider will invoice the Client for the relevant amount, and an additional 1-month services fee may apply.
Term. The term of this Agreement shall commence on the Effective Date, as set out in the applicable Proposal, and shall remain in full force and effect until the occurrence of a stipulated termination condition and the full completion of all settlements and payments.
Termination for Cause. Either Party may terminate this Agreement for cause, by giving 30 calendar days’ prior written notice to the other Party, upon the occurrence of any of the following events: (i) any of the Parties is placed into examinership or receivership, into liquidation, or becomes insolvent; or (ii) where any event occurs, or circumstance arises which gives the Provider reasonable grounds to believe that the Client will be unable to fulfill its payment obligations under this Agreement and/or any Proposal. Furthermore, in the even of failure to pay on time by the Client, the Provider may terminate this Agreement for cause, with immediate effect, if the owed amounts remain unpaid at the expiration of 10 calendar days after notice pursuant to Clause 04. Payment – Services – Failure to Pay.
Termination for Breach. In the event a Party materially breaches this Agreement and/or any Proposal and fails to rectify the breach within 10 calendar days of receiving written notice of the breach, the non-breaching Party may terminate this Agreement and/or any Proposal upon written notice.
Termination for Any Reason. Either Party may terminate this Agreement and/or any Proposal for any reason by giving 60 calendar days’ written notice to the other Party.
Effect of Termination. Upon receipt of the notice of termination, the Parties shall initiate the termination of this Agreement in a manner that complies with all applicable laws and regulations and that shall keep protecting the business interests of the Parties.
Services Fees. In consideration of the performance of the Services, the Client agrees and undertakes to pay the Provider the monthly services fees as set forth in the applicable Proposal(s) (the “Services Fees”) and all fees relating to any ad hoc services that the Client may have requested to be performed by the Provider.
Payment. The Client agrees to pay all Service Fees invoices issued by the Provider within 10 calendar days of receipt, unless otherwise required by law or operational needs. In the event the Client fails to make a payment on time, penalty interest will be applied to any unpaid fees beyond a 10-calendar-day period. The penalty interest rates are as follows: (i) for late payments up to 30 days: 1% of the total invoice amount, with a minimum charge of USD 299; (ii) for late payments exceeding 30 days: 2.5% of the total invoice amount, with a minimum charge of USD 299; and (iii) for extended late payments, the penalty will increase proportionally, multiplied by the number of months the invoice remains unpaid.
Clear Funds. All payments must be made in cleared funds, without any deductions or offsets, even if a portion of the amount paid by the Client is required by any banking institution, governmental, fiscal, or other authority. If any deductions are necessary, the Client must ensure the Provider receives the full amount due by paying any additional amounts necessary.
Payroll and Disbursement Cut-off Date. The Client understands that the Provider’s payroll and/or disbursement cut-off date is fixed at the 5th of each month, unless otherwise agreed in a specific Proposal. In the event it falls on a weekend, it shall be set on the preceding business day. Any modification to the standard payroll process outlined herein must be explicitly requested by the Client and is subject to the Provider’s written approval.
Failure to Pay. In the event of non-payment, the Provider reserves the right (i) to suspend the performance of its obligations under this Agreement, without prejudice to other available remedies, or (ii) to terminate this Agreement, provided that it has promptly notified the Client in writing that this Agreement is being terminated for non-payment should the amount remain unpaid at the expiration of 10 calendar days. The Client understands and agrees to reimburse the Provider for all reasonable costs of collection, including attorney fees.
Payment Method. Upon receipt of applicable invoices, the Client undertakes to provide the due payments on time, via bank transfer. Exceptionally and upon the Provider’s prior written approval, payment via banknotes and checks may be accepted. Furthermore, Bank Acceptance Bills, Commercial Acceptance Bills, and cash are not accepted as payment methods.
Exchange Rate. Exchange rate is updated monthly, and the Provider may use bank, market or payment providers’ rates as FX invoice rate, depending on the case.
Meaning and Purpose. The Provider will charge a specific fee per Professional assigned to the Client (the “Deposit”). Such Deposit will be used only to cover operational matters, and will be held by the Provider until the termination of the applicable Professional(s)’ assignment to the Client. Furthermore, without liability to the Client, the Provider shall not be obligated to commence any or all of the Services until the applicable Deposit is paid in full.
Calculation. The amount of the Deposit will be stated in each specific Proposal(s). The Provider may, from time to time, increase the Deposit based on relevant changes to the terms of the Professional(s)’ assignment (including, but not limited to, and upon relevancy: payment increase, accumulating seniority, notice period increase, etc.).
Payment. The Deposit per Professional(s) will be included in a separate invoice. The Client shall pay such Deposit invoice within 5 calendar days of receipt. Any increase will be documented and included in a further debit note.
Forfeit. In the event an invoice is past due for more than 60 calendar days, the Client understands and agrees that the entire Deposit will be permanently forfeited, while the overdue amount remains due.
Refund. Any unused portion of the Deposit will automatically be refunded to the Client within 30 calendar days following the last payment to the applicable Professional(s), as long as all matters and invoices related to the termination of the Professional(s) have fully been settled.
Contractual Autonomy. Both the Client and the Provider warrant that they have the necessary power and approval to enter into this Agreement. They further warrant that are acting entirely free from any kind of influence, interference, pressure, financial or otherwise, duress or undue influence from any third-party whatsoever.
Contractual Performance. Both the Client and the Provider warrant that they have thoroughly read and understood every clause in this Agreement; that they are not aware of anything in their reasonable control which will or could have an adverse effect upon their ability to perform their respective obligations hereunder; and that they commit not to do anything to hinder or affect the execution of the other Party’s obligations under this Agreement.
Loss. Only to the extent that the Client has promptly notified the Provider in writing of such claim, the Provider will defend, indemnify and hold harmless the Client from and against any and all costs, charges, liability, expenses or loss of any type, including attorneys’ fees (collectively, “Loss”), arising out of any third– party claims against the Client arising from (i) the Provider’s breach of its obligations in performing the Services; or (ii) the gross negligence or willful misconduct of the Provider, which does not include the gross negligence or willful misconduct of the Professional. The Provider shall work together with the Client as to the strategy and resolution of any claim. The Client will have the right to participate fully, at its own expense, in the defense of the applicable claim with counsel of its own choosing. Only to the extent that the Provider has promptly notified the Client in writing of such claim, the Client agrees to indemnify and hold harmless the Provider for any Loss sustained from a third–party claim made against the Provider for (i) the Client’s breach of its obligations under this Agreement; or (ii) the gross negligence or willful misconduct made by the Client.
Consent to Settlement. The indemnifying Party may not, except with prior written consent of the indemnified Party, enter into any settlement of an indemnified Claim that imposes a direct financial liability on the indemnified Party or includes an admission of fault by the indemnified Party.
Indirect Loss. To the full extent permitted by law, neither Party shall, under any circumstances, have any liability to the other Party for any loss of business, loss of profits, loss of reputation or goodwill or for any other form of indirect or consequential loss, whether arising from negligence, breach of agreement, tort, breach of statutory duty or otherwise, notwithstanding of any notice by the other Party of the probability of any such indirect or consequential loss.
Misinformation from the Client. The Provider shall not be held responsible for any incomplete, inaccurate, fake and/or false information or document provided by the Client and relied upon by the Provider in its performance of its obligations under this Agreement.
External Factors. The Client understands and agrees not to hold the Provider liable for any delay caused by any third-party or external factors, such as postal services, local authorities, public holidays, etc. that are beyond the reasonable control of the Provider.
Amount Limitation. The Parties’ respective liability arising out of this Agreement, whether in contract, tort, or under any other theory of liability, will be limited to the greater of (i) the total Service Fees paid to the Provider, or (ii) the total Service Fees invoiced and outstanding (i.e., owed but unpaid), for the Services giving rise to the claim in the 12 months preceding the event giving rise to the liability.
Liability Exclusions. Without prejudice to Clause 07. Indemnification of this Agreement, the Client understands and agrees that the Provider cannot, under any circumstance, be held liable for any Loss, whether direct or indirect, arising from (i) the identification of a Permanent Establishment in relation to the Professional(s)’ assignment to the Client, (ii) a Direct Employment Claim, or (iii) a claim related to the classification of the Professional as a contractor or an employee, provided that such claim arises through no breach of this Agreement by the Provider or its fault, (iv) the negligence or misconduct of the Professional, or (v) a claim concerning discrimination of the Professional by the Client. For the purposes of point (ii) above, Direct Employment Claim is defined as a claim that aims to identify the existence of a direct employment relationship between the Client and the Professional. For the purposes of point (v) above, the Client agrees not to discriminate against any Professional on the basis of race, color, religion, gender, sexual orientation, gender identity or expression, national origin, age, genetic information, disability, or any other characteristic protected by all applicable laws and regulations.
Interpretation. The Parties shall not be liable for delays or non-performance of their obligations under this Agreement to the extent that they result from circumstances arising from a unpredictable and irresistible event of force majeure that are attributable to any and all uncontrollable events, which may include but are not limited to: natural disasters, epidemics and pandemics, civil disturbances, government acts, regulations, fraud, strikes, embargoes on transported goods, war, insurrections, acts of terrorism and annulments or termination of licenses, permissions, or authority (collectively a “Force Majeure”).
Response. The Party hence delayed or failing to perform their obligations due to an event of Force Majeure shall take all reasonable endeavors to minimize and avoid the effect of the event of Force Majeure.
Security of Data. The Provider uses appropriate technical and organizational measures to protect the Client’s Data when processed.
Data Processing. The Client understands that the Provider and its applicable local affiliated entities will process Personal Data in accordance with applicable data protection laws and the Data Processing Addendum. Additionally, the Client shall ensure that any Personal Data is collected lawfully in accordance with all applicable laws and regulations.
Interpretation. The term “Confidential Information” means all information that relates to past, present, and future creation, research, development, and business activities of each Party, their parents, subsidiaries or affiliated companies, and their respective customers, suppliers and other third-party business partners, if any (collectively the “Disclosers”), and all information relating to the Disclosers’ business operation, including, but not limited to, their respective trade secrets, trade knowledge, formulae, processes, business plans, systems, algorithms, software, data programs, training aids, printed materials, methods, books, records, company files, policies and procedures and any other information that should reasonably be understood as confidential.
Non-Disclosure. The terms and conditions of this Agreement, along with any Confidential Information or material obtained during the scope of this Agreement, are and shall remain absolutely confidential between the Parties and shall not be disclosed to any other person or entity, under any circumstance, during the term of this Agreement and thereafter. Any disclosure in violation of this provision shall be deemed as a material breach of this Agreement. Furthermore, the Provider will ensure any applicable Professional will not disclose any information created, modified or developed by them for and on behalf of the Client as such information shall belong exclusively to the Client.
Exclusion. Confidential Information shall not include any information that is or became any of the following: (i) necessary to be shared such with the receiving Party’s representatives, accountants attorneys, or employees that have a need to know such information as required to accomplish the purpose of this Agreement; (ii) in the public domain through no fault of or breach of this Agreement by the receiving Party; (iii) lawfully possessed by the receiving Party, from a third party, prior to receiving it from the disclosing Party; (iv) independently developed by the receiving Party without making use of the Confidential Information; (v) approved in writing for disclosure by the disclosing Party; (vi) rightfully known by the receiving Party from a third party without a duty of confidentiality to the disclosing Party; or (vii) required to be disclosed in a judicial or administrative proceeding or is otherwise requested or required to be disclosed by law or regulation.
Intellectual Property Ownership. Each Party retains ownership of all intellectual property over its materials existing at the time of the execution of this Agreement. For the purposes of this clause, “materials” shall include, but not limited to, all writings and tangible assets, such as any electronic data, ideas, inventions, designs, formulae, that have been made, invented, discovered, designed, developed, or implemented by or otherwise come into their possession during the term of this agreement. Unless otherwise agreed upon in writing, neither Party licenses the use of any intellectual property it owns to the other Party through the term of this Agreement. The Provider further agrees that it shall not have any interest in any materials, invention, copyright or any other intellectual property created by the Professional(s) during their assignment. All such rights, titles and interests shall be considered as and remain the Client’s sole property.
Assignment of Intellectual Property. The Provider hereby irrevocably assigns and transfers to the Client all rights, title, and interest in and to all intellectual property rights, including without limitation, copyrights, patent rights, and any other proprietary rights of any materials developed or created during the Professional(s) assignment and in connection with this Agreement. The Provider further agrees that it shall, at the request of the Client, use commercially reasonable efforts to (i) cooperate with and assist the Client in maintaining, protecting and enforcing the Client’s rights; (ii) execute and deliver any documents and/or take actions reasonably necessary to assist the Client upon the registration of such rights. However, under no circumstances shall the Provider be liable for any lack of cooperation or infringement of such rights by the Professional(s), and any costs, fees, or penalties, related to the assignment of the intellectual property, or its maintenance, protection or enforcement, are exclusively the responsibility of the Client.
Return of Confidential Information. Upon termination of this Agreement or upon written request of the Client, the Provider will ensure any Confidential Information, notwithstanding the fact that any applicable Professional may have created, developed, or contributed to the creation of such Confidential Information during their assignment to the Client, shall be returned to the Client, except to the extent that the Provider is required by law to retain such confidential information or that its legal department requires to retain on legal copy of the Confidential Information, provided that the Provider shall continue to be bound by its obligations under this section.
Non-Solicitation. During the term of this Agreement, and for a period of 12 months following its termination, the Client agrees not to, directly or indirectly, induce, solicit, persuade, recruit, or hire any personnel of the Provider involved in the negotiation, execution and/or performance of this Agreement and respective Services, without the Provider’s prior written consent. For the avoidance of doubt, such provision is not applicable to the Professional(s) assigned to the Client by the Provider pursuant to the performance of Services hereunder.
Governing Law. This Agreement is governed by and construed with the laws in force in Ireland.
Dispute. If any claim, disputes, controversy or discrepancies arises out of or in connection with this Agreement, the Parties shall settle such claim, disputes, controversy or discrepancies, if possible, through mediation in an amicable manner. In case no agreement has been reached out within 30 calendar days, the dispute shall be finally settled through arbitration administered by the Dublin International Arbitration Centre (“DIAC”) by 1 arbitrator appointed in accordance with the Arbitration Act 2010 rules. The arbitration shall take place in Dublin, Ireland. The arbitral proceedings shall be conducted in English. The arbitral award shall be in writing, and be final and binding on the Parties.
Entire Agreement. This Agreement constitutes the entire agreement between the Provider and the Client with respect to the subject matter hereof, and supersedes any and all prior agreements or representations, whether written or oral, relating to the subject matter hereof. All Proposal, Addendum or Amendment agreed and executed by the Parties, or any supplementary agreement executed by the Client in connection with this Agreement, shall form an indivisible and integral part of this Agreement, and have the same legal effect.
Modification. From time to time, the Provider may modify this Agreement. The Provider will use reasonable efforts to notify the Client of any significant change through communications via the Client’s email or other means.
Anti-Bribery. The Provider complies with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption. The Provider shall not offer, promise, give, request, or accept any bribe, or engage in any activity that could be construed as an act of bribery or corruption in connection with the performance of this Agreement.
Anti-Money Laundering. The Provider complies with all applicable laws and regulations related to anti-money laundering, and shall not engage in any activity that could be construed as money laundering.
Human Rights and Labor Practices. The Provider adheres to all applicable laws and internationally recognized standards concerning human rights and labor practices, including those prohibiting forced labor, child labor, and discrimination.
Severability. In the event this Agreement is not consistent with any newly established local mandatory stipulations such as laws, regulations, provisions or policies, the new laws, regulations, provisions or policies shall prevail. Without any effect on the remaining parts of this Agreement, which shall survive and be reasonably construed to carry out the intent of the Parties as evidenced by the terms herein, any disposition, or part thereof, that becomes illegal or unenforceable shall be null and void, and replaced with an enforceable clause, which conforms as nearly as possible with the original intent of the Parties, without any effect on the remaining parts of this Agreement.
Independence. The Parties are independent from each other and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between them. Neither Party will have the power to bind the other Party or to incur any obligations on its behalf without the other Party’s prior written consent.
Publicity & Marketing. Unless otherwise instructed in writing, the Client grants the Provider permission to use its name, logos, symbols, and trademark, in any of the Provider’s marketing and advertising materials, including but not limited to websites, social media, press releases, case study, print pieces and brochures. The Client may revoke such authorization by giving the Provider a 30-calendar-day advance written notice.
Notice. All notices and communications given under this Agreement must be in writing and will be delivered through communications via the Parties’ email, a nationally recognized overnight courier service, or certified or registered mail (postage prepaid, return receipt requested) to the respective addresses specified in this Agreement.