Terms of Service

These Terms of Service (“Agreement”) were last updated November 7, 2024, and shall govern the business relationship between Celeste Global LLC (“Celeste”) and the Client. Celeste may change the terms of this Agreement over time, so whenever you use the Services, you agree to the version of the Agreement then posted. By accepting any Services from Celeste, or signing any Order Form, you agree to the terms of service contained in this Agreement. If you do not agree to the terms of the Agreement, do not use the Services. 

Recitals:

WHEREAS, Celeste is in the business of providing recruiting and staffing services to clients with staffing and other hiring needs; and

WHEREAS, the Client and Celeste desire to enter into this Agreement pursuant to which the Celeste will introduce to the Client professional and skilled Candidates for potential engagement by the Client on a permanent or temporary basis.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and sufficient consideration , Celeste and the Client hereby agree as follows:

1. CELESTE SERVICES

Celeste agrees to staff qualified Workers for the Client (the “Services”) as described in one or more Job Descriptions. Furthermore, Celeste’s Services will include:

(a) Recruiting, screening and hiring Workers and providing any additional support to Client as needed;

(b) Providing a clear schedule of duties, responsibilities and required hours for each Worker.

(c) Communicating with the Client regularly regarding any issues or concerns relating to the fulfillment of this Agreement or any Order Form.

2. CLIENT RESPONSIBILITIES

(a) Client agrees to provide clear and timely instructions and feedback to Celeste as needed, and will ensure that all necessary training is provided to the Workers. Furthermore, the Client will:

i. Provide a safe and legally compliant work environment for Workers;

ii. Pay agreed upon fees promptly as specified in this Agreement and/or the Order Form; and

iii. Actively participate in the recruitment process and provide feedback to Celeste regarding Worker performance and suitability;

iv. Have appropriate organizational and security measures in place to prevent unauthorized and/or unlawful access, collection, use, processing, or disclosure of Client confidential information by a Worker or any other third party, including appropriate technological safeguard for remote Workers that may have access to Client’s systems, confidential information or data. 

v. Maintain adequate insurance to support Client’s operations.

3. TERM AND TERMINATION

(a) This Agreement will remain in effect and govern the Services provided to the Client by Celeste until this Agreement is terminated. This Agreement may be terminated by either Party upon ten (10) business days written notice to the other Party.

(b) Upon termination of this Agreement for any reason, the Client shall immediately pay to Celeste all amounts owed to Celeste pursuant to Section 3 hereof for Services performed prior to termination. For the avoidance of doubt, termination of this Agreement shall not affect rights and/or obligations of the Parties which arose prior to any such termination, including without limitation warranties, indemnities, limitations of liability, which by their nature extend beyond the expiration or termination of this Agreement, and such rights and/or obligations shall survive any such termination.

4. FEES & PAYMENT

(a) Celeste will provide an Order Form for each Candidate including (i) an all-inclusive hourly rate with the number of paid working hours per week, and (ii)  an initial set up fee (the “Fees”) for the Services, and Client shall pay all Fees when due.

(b) Fees are payable by the Client to Celeste on a bi-weekly basis, or as otherwise agreed in an Order Form. Payment shall be made by transfer to the bank account stated on the invoice as per the terms set out in the invoice, failing which, the Client shall be in default. Payment shall be made without any deduction, discount or off-set.

(c) Celeste may charge interest of two percent (2%) per month on any overdue amount, until the outstanding balance is paid in full. All losses, expenses and costs incurred by Celeste in connection with the collection and recovery of any amounts owed by the Client shall be borne by the Client including, but not limited to, legal costs and attorneys’ fees.

(d) Celeste reserves the right to require full or partial payment in advance (or other security) before or during the performance of the Services, if, in the opinion of Celeste, the financial position and/or payment behavior of Client so warrants.

(e) CELESTE RESERVES THE RIGHT TO SUSPEND THE SERVICES FOR FAILURE TO PAY BY CLIENTS OR ANY OTHER BREACH BY CLIENTS OF THIS SECTION 4.

5. TAXES

All prices are exclusive of VAT / GST if any, as defined by laws of Celeste’s governing jurisdiction and the laws of the Client’s governing jurisdiction. Client shall be responsible for any and all taxes levied on any transaction under this Agreement, including all federal, state, and local taxes, levies and assessments, excluding any tax based on Celeste’s net income. In the event that Celeste is required at any time to pay any tax for which Client is responsible, Client shall promptly reimburse Celeste for such payments, subject to the provision to Client of supporting documentation evidencing such payments.

6. CONVERSION FEE SCHEDULE & NON-SOLICITATION 

The Client hereby acknowledges that the Workers and Candidates are sourced by Celeste with significant cost and effort. Should the Client elect to separately contract with or offer direct employment to one of the Workers contracted through Celeste within one year of ending the Worker’s Engagement (a “Conversion”), the Client will pay Celeste a Conversion Fee based on the following schedule:

(a) Conversion occurs within the first year of the Worker’s Engagement with the Client: $15,000 USD

(b) Conversion occurs between 1-2 years of the Worker’s Engagement with the Client: $10,000 USD

(c) Conversion occurs more than 2 years after the Worker’s Engagement with the Client: $5,000 USD

The Client shall be subject to a separate Fee for any Candidate hired by the Client (a “Direct Placement”) within one year of an Introduction from Celeste, whether such Candidate was ever Engaged by the Client or not. Fees for Direct Placements will be outlined in an Order Form. To the extent a Direct Placement occurs without an Order Form, the Conversion Fee in Section 6.(a) shall apply.

7. WARRANTY

Celeste warrants and represents that it has full authority to enter into this Agreement, to consummate the transactions contemplated hereby, and that this Agreement is not in conflict with any other agreement to which Celeste is a Party or by which it is bound. Celeste warrants and represents further:

(a)Each Worker assigned to perform any part of the provisions of the Services under an Order Form shall act in a  competent and professional manner;

(b) Client shall receive good and marketable title to all copyrights in original materials included in any Deliverables, developed under this Agreement, unless otherwise specified in an Order Form, free and clear of all liens, claims, encumbrances and security interest whatsoever of a third Party.

All deliverables and Services provided by Celeste to Client are delivered or provided “as is” and “where is” and may or may not be error-free; and Celeste MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND EXCEPT AS EXPRESSLY PROVIDED HEREIN. SPECIFICALLY, CELESTE DISCLAIMS ALL GUARANTEES, REPRESENTATIONS AND WARRANTIES (WHETHER EXPRESS OR IMPLIED, ORAL OR IN WRITING, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WHETHER OR NOT ARISING THROUGH A COURSE OF DEALING), RELATING SOMEHOW TO THE SERVICES, THIS AGREEMENT OR AN ORDER FORM. 

8. INTELLECTUAL PROPERTY

(a) All rights in any deliverables arising out of the Services performed by Workers will become the property of Client upon full payment of all amounts due and owing. Contingent on such payment, Celeste hereby assigns to Client, or its designee, all rights, title and interest of Celeste in and to any and all such copyrights throughout the world. Celeste shall retain any of its pre-existing intellectual property rights and any residual rights provided that to the extent any such intellectual property rights are embodied in the deliverables, Celeste hereby grants Client a non-exclusive, world-wide license to use such intellectual property rights to the extent necessary for the use of the deliverables.

(b) Client takes full responsibility for any content provided to Celeste or Celeste Workers pursuant the Services performed under this Agreement. Client represents and warrants that it has fully rights to exploit all content and materials provided to Celeste or Celeste’s Workers, and shall defend and indemnify Celeste for any breach of this representation and warranty. 

9. CONFIDENTIALITY

(a) Each Party may receive or have access to confidential information that is not generally known or available to others, including any Client information or personally identifiable information (“Confidential Information”). Except as expressly provided herein, the receiving Party will hold in confidence and not disclose any Confidential Information of the disclosing Party and will similarly bind its employees. Each Party acknowledges and agrees that any Confidential Information received or obtained from the other Party will be the sole and exclusive property of the other Party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement, any agreed upon Order Form or as may be required by law.

(b) Notwithstanding the foregoing, Confidential Information does not include: (i) information that is in the public domain prior to the disclosure or becomes part of the public domain through no wrongful act of the receiving Party; (ii) information that was in lawful possession of the receiving Party prior to the disclosure; (iii) information that was independently developed by the receiving Party outside the scope of this Agreement, or (iv) information that was disclosed to the receiving Party by a third party who was in lawful possession of the information.

(c) Celeste recommends that Client enter into binding non-disclosure agreements with each Celeste Worker.

(d) All information relating to a Worker or Candidate is confidential and subject to applicable privacy and data protection laws and is provided solely for providing Services to the Client. Such information must not be used for any other purpose nor divulged to any third party and the Client always undertakes to abide by the provisions of all applicable privacy and data protection laws in receiving and processing the data. In addition, information relating to Celeste’s business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain, and must be consented to by either Celeste or Client.

10. LIMITATION OF LIABILITY AND DAMAGE EXCLUSIONS

(a) It is at the sole decision and discretion of the Client to engage any Worker. Celeste endeavors to provide suitable and competent Workers, however Celeste makes no guarantees as to the competence, qualification or character of the Workers.

(b) Except for liabilities resulting from either Party’s actual intentional and/or willful misconduct, each Party’s liability hereunder shall not exceed one hundred percent (100%) of the Client’s Fees for the specific Worker giving rise to any such claim as actually received by Celeste under the applicable Order Form for the twelve (12) month period immediately preceding the date that the alleged wrongful act first occurred (. NEITHER CLIENT NOR CELESTE SHALL BE LIABLE TO ONE ANOTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHER INDIRECT DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND OR ANY LOST OR IMPUTED PROFITS ARISING OUT OF THIS AGREEMENT OR ANY AGREED UPON ORDER FORM OR ITS TERMINATION, HOWEVER CAUSED, AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, LOSS OF DATA, DATA BREACH, OR ANY OTHER THEORY OF LIABILITY REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS OR EXPENSES. EACH PARTY HERETO WAIVES ANY CLAIMS THAT THESE EXCLUSIONS DEPRIVE SUCH PARTY OF AN ADEQUATE REMEDY.

(c) Any cause of action or claim brought by either Party for the breach of this agreement, tortious conduct or for any other cause or claim whatsoever must be commenced by the party within one (1) year after such cause or claim has accrued. In the event a party fails to commence its claim within two years it shall forfeit its right to claim and thereafter be completely and forever barred from bringing its claim.

11. INDEMNIFICATION

Client shall indemnify Celeste, and its directors, officers, affiliates, employees, Workers and agents against any and all losses, damages, penalties, settlements, costs and expenses (including reasonable attorneys’ fees), and defend Celeste in any suit, claim, or proceeding brought by any third Party or governmental agency, arising from or relating to Client’s breach of any provision of this Agreement or any applicable Order Form, and/or Client’s violation of any applicable law or regulation. Celeste agrees to indemnify Client, and Client’s directors, officers, affiliates, employees and agents against any and all losses, damages, penalties, settlements, costs and expenses (including reasonable attorneys’ fees), and to defend Client in any suit, claim, or proceeding, brought by any third Party or governmental agency, arising from Celeste’s breach of any provision of this Agreement or any applicable Order Form. In consideration of these indemnification obligations, each Party must provide the indemnifying Party prompt notice of the assertion of any claim and permit the indemnifying Party to assume the full control of the defense and/or settlement thereof. Notwithstanding the foregoing, an indemnifying Party shall not enter into a settlement which would affect any rights of the indemnified Party without such indemnified Party’s prior written consent.

Furthermore, Celeste shall not be liable under any circumstances for any Losses which may be suffered or incurred by the Client arising from or in any way connected with the Services or Celeste seeking a Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client, any action or non-action of any Worker, or from the failure of Celeste to introduce any Candidate. For the avoidance of doubt, Celeste does not exclude liability for death or personal injury arising from its own negligence or for any other Loss which it is not permitted to exclude under applicable law. Client shall indemnify and hold harmless and keep indemnified and held harmless Celeste against any Losses incurred by Celeste arising out of any non-compliance with applicable privacy or data protection laws, and/or because of any breach of this Agreement by the Client.

12. NON-EXCLUSIVITY

The parties acknowledge and agree that Celeste shall be free to offer and provide Services that are either similar or the same as the Services to any other person or company without restriction.

13. ASSIGNMENT

Client may not assign any of its rights or delegate its obligations hereunder without the prior written consent of Celeste. Any purported assignment or delegation in violation of this Section shall be null and void. Celeste may assign this Agreement to an affiliate or third party by providing written notice to the Client. This Agreement shall be binding upon and shall inure to the benefit of both Celeste and Client and their respective and permitted successors and permitted assigns.

14. GOVERNING LAW & DISPUTE RESOLUTION 

The terms of this Agreement and the rights of the Parties hereto shall be governed exclusively by the laws of the State of Delaware, without regarding its conflicts of law provisions. Any controversy, dispute or claim arising out of or relating to this Agreement or breach thereof, upon which an amicable understanding cannot be reached, shall be submitted to arbitration in Dover, Delaware before the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by agreement of the parties. Nothing contained herein shall prevent the party from obtaining an injunction. The parties agree to be bound by the decision of the arbitrator(s).

EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY WORKER ORDERS PURSUANT TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

15. ENTIRE AGREEMENT

This Agreement and any applicable Order Form constitutes the entire agreement between the parties with respect to the subject matter contained herein and unless otherwise agreed in writing by the Client, this Agreement prevails over all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the terms of this Agreement and the terms of any other agreement or instrument relating to the subject matter hereof, the terms of this Agreement will control.

16. DEFINITIONS

(a) “Candidate” means the person, including, with respect to any such person that is an entity, any director, manager, officer, employee or other representative of such person, Introduced by Celeste to the Client for an Engagement, but before such person is engaged by Client.

(b) “Introduction” means (i) the passing to the Client of a curriculum vitae and/or resume or information which identifies the Candidate, including that which is provided to the Client on a speculative basis, or (ii) the Client’s interview of a Candidate (in person, by telephone or by any other means), and, in either case, which leads to an Engagement of the Candidate; and “Introduces” and “Introduced” shall be construed accordingly.

(c) “Engagement” means the employment or use of the Worker or Candidate by the Client or by any third party to whom the Candidate has been Introduced by the Client, on a permanent or temporary basis, whether under a contract of service or for services; under an agency, license, franchise or partnership agreement or joint venture; or any other engagement; or through a company of which the Candidate is a member, shareholder, partner, director, manager, officer, employee or other representative; and “Engage”, “Engages” and “Engaged” shall be construed accordingly.

(d) “Worker” means the person, including, with respect to any such person that is an entity, any director, manager, officer, employee or other representative of such person, Introduced by Celeste to the Client for an Engagement, once the person begins working for the Client. 

(e) “Losses” means all losses, liabilities, damages, costs, expenses, fines, penalties or interest, whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, business or goodwill, management time and reasonable legal fees) and charges, including such items arising out of or resulting from actions, proceedings, claims and demands.