Terms of Service

Recruitment / Placement Engagement

Between Proximity Solutions LLC (“Service Provider”) and the Client (“Client”)

These Terms govern the use of the hiring and candidate search services offered by Proximity Placements (“Proximity,” “we,” “our,” or “us”). By engaging Proximity and submitting payment for any hiring package, the Client agrees to be legally bound by these Terms and any separate written agreement executed between the parties.

1. Engagement & Fees

1.1  This Agreement is effective as of the date the Client remits the non-refundable upfront fee (“Engagement Fee”). The Engagement Fee is determined by the role tier and ranges from USD 5,500 to USD 8,500, as confirmed in writing prior to engagement.

1.2  All fees are earned upon receipt. Subject to the conditions set forth in Section 2.4 below, fees are non-refundable except as expressly provided herein.

2. Scope & Timeline

2.1  Service Provider will conduct a candidate search and selection process for the Client’s approved job description.

2.2  The maximum allowable search duration is ninety (90) calendar days from the date the job description is approved by the Client (“Engagement Term”).

2.3  If market conditions or acts of God delay the search beyond sixty (60) days, Service Provider will notify the Client in writing no later than Day 60 with an updated timeline.

2.4  Refund / Credit Policy. In the event that no candidate has been hired or approved by the conclusion of the ninety (90)-day Engagement Term, the Client shall be entitled to either:

(a)  A refund equal to ninety percent (90%) of the original Engagement Fee (“Refund Amount”); or

(b)  A credit equal to the Refund Amount, applicable toward any future engagement under a Proximity Outsourcing, Pocket Proximity, or Proximity Placements offer.

Service Provider will retain ten percent (10%) of the original Engagement Fee to cover verified costs of advertising and payment processing. By way of illustration: if the initial Engagement Fee is USD 8,500 and no candidate is hired within the Engagement Term, the Client is entitled to a refund or credit of USD 7,650.

2.5  The refund or credit described in Section 2.4 is the Client’s sole and exclusive remedy for failure to complete the hiring process within the Engagement Term.

3. Client Success Management

3.1  Upon commencement of the Engagement Term, Client will be assigned a dedicated Client Success Manager (“CSM”) who will serve as the primary point of contact throughout the search.

3.2  The CSM is responsible for:

(a)  Providing the Client with regular visibility into the candidate pipeline and screening progress;

(b)  Scheduling and coordinating interviews between the Client and shortlisted candidates;

(c)  Delivering timely status updates throughout the Engagement Term to ensure transparency and alignment.

4. Client Cooperation

4.1  Upon engagement, the Client shall:

(a)  Provide and approve the job description promptly; and

(b)  Forward all incoming candidate leads to Service Provider for centralized screening, interviewing, and assessment.

4.2  The Client hereby cedes primary management of the recruitment process to Service Provider for the duration of the Engagement Term.

5. Consultation & Availability

5.1  Service Provider will advise on hiring best practices, recruitment strategy, candidate evaluation, and onboarding.

5.2  Service Provider’s team is available via email or Slack:

• • Monday through Friday, 9:00 AM to 6:00 PM CST; and
  • Extended coverage until 10:00 PM CST to support Australia/Asia-based clientele.

6. Confidentiality

6.1  Each party agrees not to disclose the other’s Confidential Information during the Engagement Term and for two (2) years thereafter. All Confidential Information shall be protected in accordance with the Philippine Data Privacy Act.

6.2  “Confidential Information” includes, without limitation, business plans, financial information, candidate data, and any non-public materials exchanged between the parties.

7. Professional Conduct

7.1  Both parties shall maintain a professional and respectful tone throughout the engagement. Prohibited conduct includes, but is not limited to, the use of profanity and any form of discriminatory, misogynistic, racist, or otherwise offensive language or behavior.

7.2  Any material breach of this Section by either party shall entitle the non-breaching party to immediately terminate this Agreement, with no refund obligation.

8. Unauthorized Activity

8.1  The Client acknowledges that Service Provider is not responsible for any unauthorized actions by placed personnel (“Remote Pros”), including unauthorized outsourcing of work, unauthorized data sharing, or scope creep.

8.2  If unauthorized activity is discovered, the Client shall:

(a)  Notify Service Provider immediately; and

(b)  Cooperate fully and provide evidence to support any legal action pursued under Philippine or applicable law.

8.3  Service Provider will use commercially reasonable efforts to assist the Client in pursuing available remedies against the relevant Remote Professional.

9. Replacement Guarantee

9.1  If a placed hire voluntarily departs or is terminated for cause within one hundred eighty (180) days of their start date, Service Provider will use commercially reasonable efforts to present one (1) replacement candidate at no additional fee.

9.2  The Replacement Guarantee is contingent upon all outstanding invoices having been paid in full at the time the replacement is requested.

10. Candidate Ownership & Exclusivity

10.1  All candidates introduced by Service Provider to the Client remain the exclusive property of Service Provider for a period of twelve (12) months following the date of initial introduction.

10.2  The Client agrees not to engage, directly or indirectly, any such candidate through other channels during this exclusivity period without Service Provider’s prior written consent.

11. Background & Reference Checks

11.1  Upon execution of the placement agreement between the Remote Professional and the Client, Service Provider will assist in:

(a)  Conducting background checks in accordance with applicable law; and

(b)  Collecting and verifying professional references and any required legal documentation from the Remote Professional.

11.2  Any fees for third-party screening services shall be pre-approved in writing by the Client and will be billed accordingly.

12. Data Protection & Privacy

12.1  Each party shall comply with all applicable data protection and privacy laws—including, but not limited to, the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA)—in the collection, storage, processing, and transfer of personal data of candidates and employees.

12.2  Service Provider shall implement and maintain appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.

13. Governing Law & Dispute Resolution

13.1  This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

13.2  Any dispute arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the courts of the Philippines or, at Service Provider’s option, to binding arbitration conducted in Manila under the rules of the Philippine Dispute Resolution Center.

14. Force Majeure

14.1  Neither party shall be liable for any delay or failure to perform due to events beyond its reasonable control, including—but not limited to—acts of God, pandemics, governmental actions, natural disasters, war, or labor disputes.

14.2  The affected party shall notify the other promptly upon the occurrence of any such event and shall use commercially reasonable efforts to resume performance as soon as practicable.

15. Entire Agreement & Amendments

15.1  This Agreement, including all schedules and addenda, constitutes the entire understanding between the parties and supersedes all prior discussions or agreements relating to its subject matter.

15.2  Any amendment or waiver of any provision of this Agreement must be made in writing and signed by authorized representatives of both parties.

16. Notices

16.1  All notices or other communications required or permitted under this Agreement shall be in writing and sent to:

For Service Provider: Proximity Solutions LLC, [address on file], email: karla@proximityoutsourcing.com

For Client: at the address or email provided in the signature block of this Agreement.

16.2  Notices shall be deemed delivered: (a) upon receipt if sent by certified mail; (b) one (1) business day after dispatch by overnight courier; or (c) upon confirmation of transmission if sent by email.

By proceeding with payment of the Engagement Fee, the Client acknowledges that they have read, understood, and agreed to these Terms of Service.