Terms of Service

1.Acceptance of these terms

You accept these terms when you create an account, complete onboarding, post a role, or submit a candidate. If you accept on behalf of a company, you confirm you are authorized to bind it, and “you” means that company.

2.Definitions

• Employer means an organization that posts roles to be filled.
• Recruiter means an individual recruiter or agency that submits candidates.
• Candidate means a person put forward by a Recruiter for a role.
• Submission means a Candidate presented to an Employer for a specific role through the platform.
• Placement means a Candidate who accepts an offer and starts work.
• Placement Fee means the amount the Employer sets and pays for a Placement.
• Guarantee Period means the window, chosen by the Employer when posting, during which a departure triggers a remedy.
• Start Date means the date a Candidate actually begins work, not the offer or acceptance date.

3.Who contracts with you

You contract with eStaffing Inc., a New Jersey corporation, whatever country your account is in. These terms govern that relationship.

You set your country during onboarding and it is shown on every invoice. It determines your tax treatment and which law governs this agreement, so if it is wrong, tell us before your first Placement.

4.Role of the platform

We operate a marketplace. Employers post roles, Recruiters submit Candidates, and we handle the agreement, the invoice and the payment between them.

Direct contact and intake calls. Employers, Recruiters and agencies may also deal with each other directly about a role, and not only through the platform. Either side may ask us to arrange an intake call for a role, on which we can include support@estaffinginc.com and the agencies working that role, so everyone hears the same brief. Communicating directly does not change who owns an introduction, the fee that applies, or any other term of this agreement, which are decided by the Platform Records; hiring a Candidate off the platform to avoid a fee is circumvention, dealt with in section 14.

We are not:

• the employer or joint employer of any Candidate;
• a party to the employment relationship between an Employer and a Candidate;
• responsible for hiring decisions, which are the Employer’s alone, including all responsibility for compliance with equal employment opportunity law, OFCCP obligations where they apply, and all federal, state and local employment law.

We do not guarantee that a role will be filled, that a Candidate is suitable or accurately represented, or that any party will perform its obligations.

5.Employer terms

• You set the fee on every role, as a percentage of first-year salary or a flat amount per hire. We never change it and never add to it.
• You pay only on a Placement. No subscription, no posting fee, and nothing owed on a role you do not fill.
• You must describe roles accurately, have genuine authority to fill them, and respond to Submissions within a reasonable time.
• Equal opportunity, wherever you hire. You are responsible for the employment and anti-discrimination law of the country the role is in, and for any record-keeping that attaches to applicants there. Where a role is subject to US OFCCP or EEOC obligations you acknowledge this when posting; a role elsewhere carries that country’s equivalent, and posting it is a representation that you are meeting it.
• You must not use Candidate information for any purpose other than assessing that Candidate for the role they were submitted to.

Telling us about a hire

You must tell us within 5 business days of making an offer to a Candidate submitted through the platform, and again within 5 business days of their Start Date, giving the agreed salary and the actual start date.

The fee, the invoice date and the Guarantee Period all run from facts only you hold. Where you do not tell us and we learn of the hire another way, the fee is payable on the terms that would have applied, the Guarantee Period runs from the Start Date we establish, and interest runs from the date the invoice would have been due had you told us.

Checking what a fee is calculated on

We may ask you to confirm, in reasonable detail, whether a named Candidate was hired, when they started, and the salary agreed, and to produce reasonable supporting evidence such as an offer letter or a payroll record, redacted of anything not relevant to the fee. We ask only where we have reasonable grounds and only about Candidates submitted through the platform.

You will respond within 10 business days. Where you do not, or where the answer is materially incomplete, we may calculate the fee on the posted salary range or on the Candidate’s stated expectation, whichever is higher, and that calculation stands unless you produce the evidence within a further 10 business days.

6.Recruiter and agency terms

• You must have the Candidate’s permission before submitting them, and everything you tell us about them must be true.
• You must not submit a Candidate you have not spoken to, or misrepresent their experience, availability, compensation expectations or work authorization.
• Commission. We deduct a platform commission from the Placement Fee before paying you. The exact amount you will receive is shown on the role before you submit anyone, and on your earnings screen, and that displayed figure is contractually binding for Submissions made while it is displayed. We may change commission rates on 30 days’ notice, and a change never applies to a Submission already made.
• You are an independent contractor. Nothing here creates an employment, partnership, agency or joint-venture relationship with us, and you are responsible for your own taxes.

Tax we are required to withhold from your payment

Where any law requires us to withhold tax from an amount payable to you, we withhold it at the rate the law requires, pay it to the authority on your behalf, and report the payment as required.

• Give us a valid tax form before your first payment. A Form W-9 if you are a US person; a Form W-8BEN or W-8BEN-E if you are not. Without a current one we are obliged to apply backup withholding at the statutory rate, and we cannot refund it. The remedy is with the tax authority, not with us.
• Treaty relief is claimed on the form, in advance. Where a treaty reduces or removes withholding for a non-US recruiter, it applies from the day we hold a properly completed form. We cannot apply it retrospectively or refund tax already remitted.
• Withholding is not a reduction of what you earned. It is your own tax, paid early and in your name, and you claim credit for it.
• The figure shown to you before you submit is the amount payable before any tax we are required to withhold. Withholding is not a change to the commission and does not breach the commitment that the displayed figure is binding.
• Any tax on your own income remains yours. We do not gross up, reimburse or indemnify you for it.

When you are paid, and out of what

We pay you only out of money we have actually received and cleared from the Employer. We are not a guarantor of the Employer’s payment, we do not advance our own funds against an unpaid invoice, and we do not factor or purchase your receivable.

• If the Employer does not pay, nothing is due to you. Where we are unable to collect an invoice, in whole or in part, for any reason, including the Employer’s refusal, dispute, insolvency, bankruptcy, dissolution or disappearance, no corresponding amount is owed to you, and we have no liability to you for the shortfall.
• Recovery costs come out of what is recovered. Where we incur costs pursuing an unpaid invoice, collection agency fees, attorneys’ fees, court or arbitration fees, enforcement and bank charges, those costs are deducted from the amount recovered before your share is calculated. If recovery costs equal or exceed what is recovered, nothing is payable to you.
• Partial recovery is shared proportionally. Where we recover part of an invoice, you receive the same proportion of your share as we recovered of ours, after recovery costs.
• Release is after the Guarantee Period. Funds are released to you once the Guarantee Period on the Placement has been fully served and the Employer’s invoice has been paid in full. Until then no amount is due, because a Placement that ends inside the Guarantee Period may require a refund we could not recover from you.
• We decide, acting reasonably, whether and how far to pursue an unpaid invoice. We are not obliged to commence or continue proceedings, and choosing not to pursue a debt is not a breach of any duty to you.

7.Candidate submission and consent

When you submit a Candidate you represent that you have that Candidate’s authorization to share their personal information with us and with the Employer for the specific role, and that you have told them who the Employer is.

Candidate information is shared only with the Employer who posted that role. It is never made visible to other Recruiters on the marketplace. We retain Submission records for ownership, dispute-resolution and payment purposes, as set out in our Privacy Policy.

8.Candidate ownership

Ownership runs for six months from the date we record the Submission, not from acknowledgment, interview or any later event. The recorded timestamp is authoritative.

If an Employer hires a Candidate within that six-month window, the Placement Fee is due to the owning Recruiter even if the hire came through another route.

Prior contact by the Employer

• Employer contact within the previous 6 months means the Employer’s prior right stands and no fee is due.
• Employer contact more than 6 months earlier means that prior right has lapsed and ownership passes to the submitting Recruiter.
• Contact close to the boundary means the Submission is held for review rather than decided automatically.

Disputes over ownership

1. Raise it within 10 business days of becoming aware, in writing to support@estaffinginc.com.
2. Provide evidence. An Employer claiming prior contact must produce dated evidence predating the Submission: an email or message thread, an application or ATS record, or an interview record. An assertion without a date is not evidence.
3. We decide on the record within 15 business days. Where evidence is genuinely balanced, the earlier documented contact prevails; where there is none, the platform record stands.
4. Payment is held, not released, while a dispute is open.

9.Placement fees

The Placement Fee is the amount shown on the role at the time of Submission, calculated on the Candidate’s first-year base salary, excluding bonuses, equity, overtime and allowances unless the role says otherwise. Where the agreed salary at offer differs from the posted range, the fee is calculated on the actual agreed salary.

10.Invoices and payment

• We invoice on the Start Date, not the offer date. If a Candidate never starts, no fee is due.
• Payment terms are those you agreed at onboarding, counted from the invoice date.
• Late payment. Overdue invoices may attract interest at 1.5% per month or the maximum permitted by law, whichever is lower. We may suspend posting on accounts with overdue invoices.
• Disputing an invoice. Tell us in writing within 10 business days of the invoice date. The undisputed portion remains payable on the original terms. Raising a dispute after that window does not suspend payment.

Recovering an unpaid invoice

Where an invoice remains unpaid after its due date we may, without further notice, refer the debt to a third-party collection agency, to counsel, or to any other recovery process available to us, and may report the default to credit reporting agencies.

You pay the cost of recovering money you owe. In addition to the invoice and interest on it, you are liable for all costs we reasonably incur in recovering it, on a full indemnity basis, including collection agency commissions and fees, attorneys’ fees, court and arbitration fees, service and enforcement costs, and any currency-conversion or bank charges arising from the recovery. These are payable on demand and recoverable as a debt whether or not proceedings are filed.

Any payment we receive is applied first to recovery costs, then to accrued interest, and only then to the invoice itself.

11.Replacement guarantee

If a Placement ends within the Guarantee Period, the remedy is a replacement. The Recruiter has ninety (90) days from the Candidate’s last working day to present a replacement for the same role at no additional fee.Throughout those ninety days the fee is retained by us. It is not released to the Recruiter, who has not completed the Placement, and it is not refunded to the Employer, who may still receive a replacement. If no replacement has started by the end of that period, we refund the Employer under Section 12. The Guarantee Period runs from the Start Date and pauses during extended leave.

What the guarantee covers

• the Candidate resigns voluntarily;
• the Employer terminates for demonstrated poor performance or lack of capability;
• the Candidate does not complete an agreed probationary period on performance grounds.

What it does not cover

No remedy is available where:

• the role is eliminated, or the Candidate is laid off or made redundant;
• the Employer materially changes the role, location, reporting line or compensation after the Start Date;
• the Employer restructures, is acquired, ceases the function, or becomes insolvent;
• the Candidate dies or becomes permanently unable to work;
• the departure results from the Employer’s breach, or from harassment or discrimination;
• the Employer has not paid the invoice in full;
• the Employer did not tell us of the departure within 15 business days of it occurring.

Termination for misconduct is covered only where the Employer provides its written record of the matter. We will not adjudicate the underlying conduct.

Replacements

A replacement is one further Placement for the same role at no additional fee. If the replacement’s salary is higher, the difference in fee is payable; if lower, the difference is credited. A replacement carries its own Guarantee Period, and the guarantee is not available a third time on the same role.

The ninety-day replacement period runs from the Candidate’s last working day, not from the date the Employer asks for a replacement, so no time is lost to notification. A refund becomes available only once that period ends without a replacement having started. The Employer may not elect a refund in place of a replacement before then, and the Recruiter is not paid before then either.

12.Refunds

A refund is the Placement Fee received, less non-recoverable payment processing costs, meaning bank or payment-provider charges actually incurred on the original payment and not returned to us on refund. These are itemized on the credit note.

Any sales or similar tax is refunded only to the extent we can recover it from the relevant authority. Refunds are paid within 30 days of the remedy being agreed, to the originating account.

13.Taxes

Fees are exclusive of taxes. You are responsible for any sales, use or similar taxes arising from your use of the platform, other than taxes on our income. Where you are required to withhold, you must provide the relevant documentation.

14.Anti-circumvention

Circumvention means hiring, engaging or being paid for a Candidate you first learned of through the platform, other than through the platform. It includes:

• hiring a submitted Candidate directly, or through another agency, within the six-month ownership period;
• hiring them into a different role, entity, subsidiary or affiliate;
• engaging them as a contractor, consultant or through a third party;
• referring them to another organization that hires them, where you receive value for it;
• contacting an Employer’s staff, or another Recruiter’s Candidates, to arrange any of the above.

The Placement Fee remains fully payable on any circumvented hire, calculated on the actual salary agreed, and payable within 15 days of the hire coming to light. A circumvented hire carries no guarantee, because the Placement was never recorded.

15.Acceptable use

You may not:

• submit a Candidate without their consent, or misrepresent them;
• approach a Candidate submitted by another Recruiter using information seen here;
• post a role that does not exist, or that you have no authority to fill;
• scrape, resell, republish or bulk-export anything on the platform;
• create multiple accounts to evade limits, suspensions or ownership rules;
• attempt to access another organization’s data, or probe the platform’s security without our written permission.

16.Confidentiality

Each party may see the other’s confidential information through the platform, including Candidate details, compensation and fee terms, client identities, unpublished role requirements, and the identity and performance of Recruiters.

You must keep it confidential, use it only for the purpose it was shared, disclose it only to those in your organization who need it, and protect it as you would your own. This survives for three years after your account closes, and indefinitely for personal information.

17.Privacy and personal data

Our handling of personal information is described in the Privacy Policy, which forms part of these terms.

• Recruiters are responsible for having lawful authority to share Candidate information, and act as an independent controller of their own Candidate relationships.
• Employers are independently responsible for their own use of Candidate information once received, and for their hiring decisions.
• We act as a controller for the platform itself: accounts, Submissions, ownership records, invoices and payments.

18.Security and personal information breaches

Each of us must protect the personal information it holds with security appropriate to the harm a breach would cause, and must not weaken the platform’s own protections, by sharing credentials, bypassing access controls, or exporting data to somewhere less protected than where it came from.

If you become aware of a breach affecting personal information you obtained through the platform, tell us without undue delay and in any event within 72 hours, with what you know: what happened, whose information, how much, and what you are doing about it. Tell us as you learn more rather than waiting for the full picture.

If we become aware of a breach of the platform affecting your data, we will tell you without undue delay, give you what you reasonably need to meet your own obligations, and make any notification the law requires of us.

Each party makes its own notifications to regulators and to affected individuals where the law requires them of that party. Neither makes them on the other’s behalf, and neither may delay its own to wait for the other. We will cooperate reasonably, and will not make a public statement identifying the other party without telling them first, unless the law requires it.

19.Intellectual property

• We own the platform: its software, design, database structure, documentation and all content we create. You get a limited, revocable, non-transferable right to use it while your account is open.
• You own the content you supply. Employers keep ownership of their job descriptions; Recruiters keep ownership of the Candidate materials they upload.
• You grant us a license to host, store, display and transmit your content as needed to run the platform, and to keep records we are required or permitted to keep.
• Résumés and Candidate documents remain the property of the Candidate or whoever holds rights in them. Uploading one is a representation that you may share it.
• We may use aggregated, de-identified data about platform activity to improve the service and publish market statistics. This never identifies a person, an Employer or a Recruiter.

20.Suspension and termination

You may close your account at any time. We may suspend or close an account for breach, and where the situation allows we will tell you first. Circumvention, submitting Candidates without consent, and attempts to reach another organization’s data may end an account immediately.

Closing a role

When an Employer closes a role it stops accepting new Submissions immediately and is marked closed. For six months it remains findable by Recruiters as a closed role. After that it no longer appears in ordinary Recruiter search results.

Recruiters who submitted to a role keep access to their own Submissions to it, indefinitely, regardless of whether the role is still visible.

If an Employer closes its account

Its open roles close, its marketplace presence is removed, and no new Submissions are possible. We do not destroy the history. Recruiters keep access to their own Submissions to that Employer, and placement, invoice, payment, guarantee and dispute records are preserved.

An Employer closing its account never erases a Recruiter’s evidence of a Submission, Placement, fee, guarantee or dispute, and never extinguishes a fee that was already owed. Ownership periods already running continue to run.

What survives: invoices already raised remain payable; fees on circumvented hires remain payable; guarantees already running continue; ownership periods already established continue; and confidentiality, intellectual property, liability, indemnity and dispute-resolution terms all survive.

21.Disclaimers

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

We do not warrant uninterrupted or error-free operation, nor the accuracy of information supplied by Employers, Recruiters or Candidates.

We are not responsible for what a Candidate does

A Candidate introduced through the platform is your hire, not ours. We do not employ, supervise, direct or vouch for any Candidate, and we do not perform background checks, reference checks, credential verification, criminal-record checks or work-authorization verification unless we have separately agreed in writing to do so and you have paid for it.

We have no liability of any kind, to you or to anyone else, for anything a Candidate does or fails to do before, during or after their engagement with you. That includes, without limitation:

• loss, theft, corruption or unauthorized disclosure of your data, your clients’ data, or anyone else’s;
• damage to or misuse of your property, systems, premises, equipment, funds or accounts;
• breach of confidence, misappropriation of trade secrets, or infringement of anyone’s intellectual property;
• fraud, dishonesty, theft, violence, harassment, discrimination or any other misconduct;
• negligence, poor performance, absence, resignation, or failure to hold or maintain a qualification, license or immigration status they claimed to hold;
• any misstatement a Candidate made about themselves, on their resume or otherwise, whether or not it was repeated to you by a Recruiter or shown on the platform;
• any claim brought against you by the Candidate, or by a third party, arising out of their engagement.

Vetting is yours. You are responsible for deciding what checks a role requires, for carrying them out or having them carried out, for verifying anything you rely on, and for the access, systems, funds and information you choose to give a person you have hired. Nothing shown on the platform is a representation by us that a Candidate is who they say they are, can do what they say they can do, or is safe or suitable to engage.

22.Limitation of liability

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, HOWEVER ARISING.

Our total liability arising out of or in connection with this agreement, whether in contract, tort, statute or otherwise, and whether arising from one event or a series of connected events, is limited in aggregate to the total fees you paid to us, or we paid to you, in the twelve months preceding the event giving rise to the claim.

We have no liability at all, and no cap applies because none is needed, for:

• anything a Candidate, Employer or Recruiter does or fails to do, including anything in section 21;
• a hiring, engagement or termination decision, which is the Employer’s alone;
• the accuracy, completeness or lawfulness of anything an Employer, Recruiter or Candidate supplies to us or to each other;
• an Employer’s failure to pay, or any consequence of it for a Recruiter;
• loss arising from a third-party service the platform depends on, hosting, payment, email, geocoding or similar, being unavailable, delayed or in error;
• business interruption, lost opportunity, an unfilled role, a withdrawn Candidate, or a Placement that does not work out.

Each party bears its own risk of its own decisions. Every party using this platform is a business acting on its own commercial judgement. Nothing on the platform is advice, a recommendation, or a representation that any role, Candidate, Employer or Recruiter is suitable, solvent, lawful or worth engaging.

Nothing limits liability for fraud, or for anything else that cannot lawfully be limited.

23.Indemnification

You will indemnify, defend and hold us harmless, and our officers, directors and employees, against claims, losses, damages, liabilities, penalties and reasonable attorneys’ fees arising from:

• your breach of these terms or of applicable law;
• Recruiters: submitting a Candidate without proper authorization, misrepresenting a Candidate, or breaching privacy law in obtaining or sharing their information;
• Employers: your hiring decisions and process, including any claim of discriminatory or unlawful hiring, any failure to meet EEO or OFCCP obligations, any misleading or unlawful role posting, and your use of Candidate information after you receive it;
• your infringement of anyone’s intellectual property or privacy rights;
• any dispute between you and a Candidate, Employer or Recruiter that does not arise from our own breach.

We will notify you promptly of any claim, let you control the defense of claims solely about your conduct, and cooperate reasonably. You may not settle in a way that admits our liability without our written consent.

24.Dispute resolution

1. Notice. Send written notice to support@estaffinginc.com setting out what is disputed, the amount involved, and what you want.
2. Good-faith resolution, 30 days. Both parties try to resolve it directly. Most fee and ownership disputes are decided on documents alone.
3. Escalation. If unresolved after 30 days, either party may bring the claim in the state or federal courts located in Collin County, Texas, to whose jurisdiction both parties consent.
4. Interim relief. Either party may seek injunctive relief at any time, particularly to protect confidential information.

Claims must be brought within one year of when the party became aware, or reasonably should have, of the facts giving rise to them.

25.Governing law

This agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. Texas is where eStaffing Inc. has its principal place of business, which is where any dispute would in practice be conducted.

26.Changes to these terms

We give at least 30 days’ notice by email before any change that materially affects fees, commission, the guarantee, ownership periods or liability. Continuing to use the platform after that means accepting the change.

Changes never apply retrospectively to a Submission already made, a Placement already recorded, or a guarantee already running.

27.General

Notices

Contractual notices are given by email to the address on your account, or through the platform, and are treated as received on the next business day after sending. Keep your account email current: a notice sent to a stale address is still a notice given.

Electronic records and acceptance

You agree that accepting these terms electronically, and everything done through your account, is as binding as a signature on paper, and consent to transact electronically under the US E-SIGN Act, and under the equivalent law of your own country where it applies to you. Our records of what was accepted, when, by which account and from which address are admissible evidence of it, as are the platform’s timestamps for Submissions, ownership and consents.

Force majeure

Neither party is liable for a failure or delay caused by something outside its reasonable control, including natural disaster, epidemic, war, civil unrest, terrorism, strike, government or regulatory action, failure of power, telecommunications or the internet, and failure of a third-party hosting, payment or communications provider. This does not excuse an obligation to pay money already due.

Service providers

We use third parties to run the platform, hosting, storage, payment, email, messaging, address lookup, identity and security services, and may share what is necessary with them for that purpose. We remain responsible to you for the service under these terms, and we may change providers.

Assignment

You may not assign or transfer this agreement without our written consent. We may assign or transfer it, in whole or in part, to an affiliate, or in connection with a merger, reorganization, or sale of the business or its assets, on written notice to you. Your terms do not change because we do.

Waiver

Not enforcing a right on one occasion does not waive it, and does not prevent us enforcing it later or in another case. A waiver is effective only if given in writing.

Severability

If any provision is held invalid or unenforceable, it applies to the maximum extent that is enforceable, or is severed if it cannot, and the rest of this agreement continues in force unaffected.

Entire agreement

These terms, the Privacy Policy, and any agreement you accept on the platform are the whole agreement between us on their subject, and replace anything said or written before. Nothing here excludes liability for fraudulent misrepresentation.

What survives

After an account closes there survive: invoices already raised and the interest and recovery costs on them; fees on circumvented hires; guarantees already running; ownership periods already established; and the sections on confidentiality, intellectual property, disclaimers, liability, indemnity, taxes, notices, governing law and dispute resolution.

28.Contact

eStaffing Inc.
825 Watters Creek Blvd., Building M, Suite 250
Allen, Texas 75013, United States
support@estaffinginc.com