Terms & Conditions

Recitals

Edu Spark Educational Trust is in the business of providing its clients with outplacement or outsourcing services, including the placement of remote contractors.

The Client has asked, or is considering asking, Edu Spark Educational Trust to offer its services to The Client for the placement of contractors.

Edu Spark Educational Trust will provide the Services to The Client on the terms and conditions of this Service Agreement.

Definitions and Interpretation

Schedule 1 sets out the Definitions and Interpretation rules for this Service Agreement.

Day to Day Operation of this Agreement

The processes by which The Client may engage Edu Spark Educational Trust, make a Request for Services, select an appropriate Edu Spark Educational Trust Employee and perform other day-to-day activities pursuant to this Contract are set out within the terms and conditions on Edu Spark Educational Trust’s website, which by incorporation forms part of this Service Agreement.

The Client acknowledges and agrees that this Agreement does not create an employment relationship. The Client assumes all liability for proper classification. No agency or partnership is formed under this Agreement.

Duration

This Service Agreement will commence on the Commencement Date and will continue on a month-to-month basis until terminated in accordance with clause 12.

No Edu Spark Educational Trust Liability

Edu Spark Educational Trust is not liable for any loss or damage arising from:

• Introduction of Edu Spark Educational Trust Employees to The Client
• Failure of any Employee to accept an assignment
• Performance of any Employee

The Client’s Indemnity to Edu Spark Educational Trust

The Client indemnifies Edu Spark Educational Trust against any liabilities arising from:

• Acts or omissions by Employees
• Injury or death of any Employee during assignments
• Damage to property caused by Employees
• Claims due to assignment termination or jurisdictional legal breaches

Restriction on Direct Hiring

The Client may not hire or contract with any Eduspark Employee within 12 months of contract termination.

Direct offers to friends, referrals, or network of Eduspark Employees are not permitted without Eduspark’s approval.

Sharing payment or rate-related information is strictly prohibited.

Intellectual Property

All material created by Eduspark Employees during the assignment is the sole property of The Client.

All intellectual property rights will vest with The Client.

On termination, materials must be returned to The Client. No reuse or distribution of IP is permitted.

Privacy

All parties will handle personal information per applicable Privacy Laws and use it only to fulfill obligations under this contract.

Confidential Information

Confidential Information may only be disclosed when legally required. The disclosing party must notify the other and take steps to preserve confidentiality.

Warranties

Each party warrants that:

• No material legal proceedings are pending or threatened
• They have all necessary licenses and approvals
• They ensure compliance with relevant laws and privacy policies

Termination

This contract may be terminated by written notice if:

• There is a material breach not resolved within 5 business days
• The other party becomes insolvent
• Control is taken over by a receiver, administrator, or liquidator

Acceptance

The Client accepts these terms by:

• Requesting services
• Appointing Eduspark
• Selecting an Employee
• Making any payment listed in Schedule 1
• Electronically accepting the agreement

Duty of Confidentiality

Eduspark Employees agree not to disclose any Confidential Information except:

• To provide the Services
• As required by law
• With written consent from The Client

On termination, any material or confidential data must be returned or destroyed, and a proper task handover must be completed.