Offshoring Terms

1. Definitions

For the purposes of this Agreement:
1.1. “Assigned Personnel” means any employee or contractor assigned to perform services for the Client.
1.2. “Client” refers to the entity receiving services from CHANNEL CORE SOLUTIONS LTD.
1.3. “Effective Date” means the date stated on page one of this Agreement.
1.4. “Services” means the provision of Employer of Record (EOR) or Business Process Outsourcing (BPO) services, including the supply of Assigned Personnel, recruitment facilitation, and associated support services, as specified in the applicable Order Form and Schedule 1.
1.5. “Party” refers individually to CHANNEL CORE SOLUTIONS LTD or the Client, and “Parties” refers collectively to both.
1.6. “Order Form” means the Sales Order Form executed by the Parties.
1.7. “Term” means the Initial Term and any Renewal Term.

1. Purpose, Scope & Services

2.1. This Agreement governs the provision of EOR and BPO services by CHANNEL CORE SOLUTIONS LTD, including the supply of Personnel to the Client.
2.2. The specific roles, responsibilities, and costs shall be defined in the applicable Order Form and Schedule 1.

1. Responsibilities

3.1. Obligations of CHANNEL CORE SOLUTIONS LTD:
CHANNEL CORE SOLUTIONS LTD via its partners shall:
3.1.1. Source, shortlist, and facilitate recruitment of candidates, including arranging interviews with the Client.
3.1.2. Employ or engage Assigned Personnel and manage payroll, statutory obligations, and employment administration.
3.1.3. Provide workspace, including desk, internet, and computer equipment (unless otherwise agreed in writing or specified in the Order Form).
3.1.4. Deliver onboarding and ensure Assigned Personnel are operationally ready.
3.1.5. Provide general oversight and reporting.
3.1.6. Allocate appropriate resources to perform its obligations professionally and in a timely manner.

3.2. Responsibilities of the Client
The Client shall:
3.2.1. Be solely responsible for the day-to-day management, supervision, and direction of Assigned Personnel.
3.2.2. Define job roles, priorities, and performance expectations.
3.2.3. Provide all necessary systems, tools, and access required for Assigned Personnel.
3.2.4. Ensure compliance with all applicable laws and regulations.
3.2.5. Provide timely feedback during recruitment and engagement.
3.2.6. Pay all invoices in accordance with agreed terms.

1. Fees and Payments

4.1. Fees shall be as set out in the applicable Order Form.
4.2. Payment terms are strictly fourteen (14) days from invoice date.
4.3. Fee Review: The fees set out in this Agreement are fixed for a period of twelve (12) months from the Effective Date. Thereafter, the fees may be reviewed on an annual basis and amended by mutual written agreement between the parties, and with no less than 30-days notice of any fee revisions.
4.4. Late Payment: In the event of late payment, CHANNEL CORE SOLUTIONS LTD may charge interest and compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, together with any reasonable costs incurred in recovering the outstanding sums.

1. Term and Termination

5.1. Initial Term: Term: Six (6) months from the Effective Date.
5.2. No Early Termination: This Agreement may not be terminated for convenience during the Initial Term.
5.3. Renewal: Automatically renews unless terminated with three (3) months’ written notice.
5.4. Extension Period: Upon expiry of the Initial Term, this Agreement shall automatically renew for a further period of six (6) months (the “Renewal Term”). Thereafter, the Agreement shall continue on a rolling basis with no fixed end date, unless or until either Party serves three (3) months’ written notice to terminate.
5.5. Termination for Cause: Either Party may terminate this Agreement immediately by written notice if the other Party:
5.5.1. Commits a material breach and fails to remedy it within fourteen (14) days of written notice; or
5.5.2. Becomes insolvent or ceases to trade.

1. Non-Solicitation of Personnel

6.1. The Client shall not directly or indirectly employ or engage Assigned Personnel during the Term or within five (5) years following termination without CHANNEL CORE SOLUTIONS LTD consent.
6.2. If the Client hires Assigned Personnel directly, the following introducer fees apply:
6.2.1. Within first 6 months: 30% of gross annual salary
6.2.2. 6–12 months: 20% of gross annual salary
6.2.3. 12–24 months: 15% of gross annual salary
6.3. This applies regardless of engagement method (direct, third party, or affiliate).
6.4. This clause survives termination.

1. Equipment

7.1. All equipment provided by CHANNEL CORE SOLUTIONS LTD and its partners remains its property at all times unless supplied directly by the client.
7.2. The Client may request equipment procurement, with costs agreed in writing.

1. Working Hours

Assigned Personnel shall:
8.1. Operate in accordance with UK working practices and UK Bank Holidays.
8.2. Provide coverage across 09:00–17:30 UK time.

1. Replacement of Assigned Personnel

9.1. In the event that the Client is dissatisfied with the performance, conduct, or suitability of any Assigned Personnel, the Client may request a replacement by providing written notice to CHANNEL CORE SOLUTIONS LTD outlining reasonable grounds for such request.
9.2. Upon receipt of such notice, CHANNEL CORE SOLUTIONS LTD shall use reasonable endeavours to source and provide a suitable replacement within a commercially reasonable timeframe.
9.3. During the replacement process, the Client shall continue to fulfil its payment obligations under this Agreement.
9.4. CHANNEL CORE SOLUTIONS LTD does not guarantee the performance, productivity, or outcomes of any Assigned Personnel, and the provision of a replacement shall constitute the Client’s sole and exclusive remedy in respect of dissatisfaction with personnel.
9.5. For the avoidance of doubt, this clause does not apply where dissatisfaction arises primarily from the Client’s management, direction, or working environment.

1. Liability

10.1. CHANNEL CORE SOLUTIONS LTD provides Assigned Personnel on a best-efforts basis only.
10.2. The Client retains full responsibility for performance, management, and outcomes.
10.3. CHANNEL CORE SOLUTIONS LTD shall not be liable for:
10.3.1. Employee performance or output
10.3.2. Failure to meet targets
10.3.3. Any indirect or consequential losses
10.4. Total liability is capped at fees paid in the preceding 3 months.

1. Confidentiality and Intellectual Property

11.1. Confidential Information: Each Party shall treat as strictly confidential all information disclosed or made available by the other Party under or in connection with this Agreement, whether oral, written, or in any other form, and shall not disclose such information to any third party without the prior written consent of the disclosing Party.
11.2. Exclusions: The obligations of confidentiality shall not apply to information that:
11.2.1. is or becomes publicly available other than through a breach of this Agreement;
11.2.2. was lawfully in the recipient’s possession prior to disclosure by the other Party;
11.2.3. is lawfully obtained from a third party without restriction on disclosure; or
11.2.4. is required to be disclosed by law, court order, or regulatory authority, provided that (where legally permissible) the recipient gives the disclosing Party prompt notice of such requirement.
11.3. Security: Each Party shall take all reasonable steps to protect the confidentiality of the other Party’s information and to ensure that such information is securely stored and accessed only by personnel who have a legitimate need to know it for the performance of this Agreement.
11.4. Return of Materials: Upon termination or expiry of this Agreement, CHANNEL CORE SOLUTIONS LTD shall promptly, and in any event within thirty (30) days, return or securely destroy all Client property, materials, and confidential information in its possession, except where retention is required by law.
11.5. CHANNEL CORE SOLUTIONS LTD shall retain all intellectual property rights in any materials, methodologies, systems, or documentation it develops or provides in connection with the Services.
11.6. The Client shall retain all intellectual property rights in its own data, content, trademarks, and brand assets provided to CHANNEL CORE SOLUTIONS LTD for the purposes of this Agreement.
11.7. Nothing in this Agreement shall operate to transfer ownership of either Party’s pre-existing intellectual property.

1. Data Protection

12.1. Both parties shall comply with UK GDPR and all data protection laws. The Data Processing Agreement (Schedule 2) forms part of this Agreement.

1. Relationship

13.1. CHANNEL CORE SOLUTIONS LTD acts as an independent contractor.
13.2. Nothing in this Agreement shall create a partnership, joint venture, or employment relationship between the Parties.

1. Subcontracting

14.1. CHANNEL CORE SOLUTIONS LTD may subcontract or assign any of its obligations under this Agreement, provided that it remains responsible for the performance of such obligations.

1. Indemnity and Insurance

15.1. The Client warrants that it shall maintain adequate insurance coverage appropriate to its business activities and its use of the Services provided under this Agreement, including (without limitation) public liability and employer’s liability insurance where applicable.
15.2. Indemnity: Each Party shall indemnify and keep indemnified the other Party from and against all losses, claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with any breach of this Agreement, negligence, or wilful misconduct by the indemnifying Party or its personnel.

1. Force Majeure

16.1. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control (“Force Majeure”).
16.2. The affected Party shall notify the other as soon as reasonably practicable and use reasonable endeavours to mitigate the impact of such event.

1. Notices

17.1. All notices shall be in writing and delivered by hand, pre-paid post, or email to the contact details specified in this Agreement (or as updated in writing). Notices shall be deemed received:
17.1.1. on delivery, if by hand;
17.1.2. two business days after posting, if sent by post; or
17.1.3. on transmission, if by email (unless an error message is received).

1. Severability and Waiver

18.1. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No failure or delay by either Party in exercising any right or remedy shall constitute a waiver of that right or remedy.

1. Survival

19.1. Clauses relating to confidentiality, intellectual property, limitation of liability, data protection, and non-solicitation shall survive termination or expiry of this Agreement.

1. Governing Law and Jurisdiction

20.1. This Agreement is governed by the laws of England and Wales. Disputes shall be resolved in the courts of England and Wales.

Schedule 1: Role Description & Services

1. Overview

CHANNEL CORE SOLUTIONS LTD via its partners provides Assigned Personnel as specified in the Order Form.

1. Role Definition

Each role’s responsibilities and expectations are defined in by the client.

1. Recruitment Process

CHANNEL CORE SOLUTIONS LTD via its partners will:
a. Source candidates
b. Shortlist applicants
c. Arrange interviews
d. Final hiring decisions rest with the Client.

1. Employment Structure

a. Personnel are employed by the partners of Channel Core Solutions Ltd.

1. Management Structure

a. Day-to-day: Client
b. HR & payroll: Partners of Channel Core Solutions Ltd

1. Infrastructure

a. Partners of Channel Core Solutions Ltd provides office space.

1. Reporting

a. Partners of CHANNEL CORE SOLUTIONS LTD provides oversight but is not responsible for operational outcomes.

Schedule 2: Data Processing Agreement (DPA)
The Client acts as the Data Controller.
a. The Client wishes to subcontract certain Services that involve the processing of personal data to the Data Processor.
b. The Parties wish to implement a data processing agreement that complies with applicable Data Protection Laws, including Regulation (EU) 2016/679 (GDPR), and any other relevant legislation.
c. The Parties wish to set out their respective rights and obligations regarding the Processing of Client Personal Data.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1.1. Unless otherwise defined herein, capitalized terms have the following meanings:
1.1.1. “Agreement” means this Data Processing Agreement and all Schedules.
1.1.2. “Client Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of the Client under or in connection with the Principal Agreement.
1.1.3. “Contracted Processor” means a Subprocessor.
1.1.4. “Data Protection Laws” means EU Data Protection Laws and, where applicable, other relevant privacy or data protection laws.
1.1.5. “EEA” means the European Economic Area.
1.1.6. “EU Data Protection Laws” means Directive 95/46/EC, as transposed into domestic law, and as amended or replaced, including by the GDPR.
1.1.7. “GDPR” means EU General Data Protection Regulation 2016/679.
1.1.8. “Data Transfer” means:
1.1.8.1. a transfer of Client Personal Data from the Client to a Contracted Processor; or
1.1.8.2. an onward transfer from a Contracted Processor to a Subprocessor or between establishments of a Contracted Processor where such transfer would be restricted under Data Protection Laws.
1.1.9. “Services” means the provision of Services under the Order Form and Service Agreement.
1.1.10. “Subprocessor” means any person appointed by the Processor to process Personal Data on behalf of the Client.
1.2. Terms such as “Controller,” “Data Subject,” “Personal Data,” “Processing,” “Personal Data Breach,” and “Supervisory Authority” have the meanings given in the GDPR.

1. Processing of Client Personal Data

2.1. The Processor shall:
2.1.1. comply with all applicable Data Protection Laws; and
2.1.2. process Client Personal Data only on the Client’s documented instructions.
2.2. The Client instructs the Processor to process Client Personal Data as necessary for the Services.

1. Processor Personnel

3.1. The Processor shall take reasonable steps to ensure the reliability and confidentiality of any personnel accessing Client Personal Data, limiting access strictly to what is necessary for the Services or to comply with applicable law.

1. Security

4.1. The Processor shall implement appropriate technical and organizational measures, taking into account risks, costs, and the nature of the Processing, consistent with Article 32 GDPR.
4.2. In determining the appropriate security measures, the Processor shall consider risks arising from potential Personal Data Breaches.

1. Subprocessing

5.1. The Processor shall not appoint any Subprocessor or disclose Client Personal Data to one without the prior written consent of the Client.

1. Data Subject Rights

6.1. The Processor shall assist the Client in fulfilling obligations to respond to Data Subject requests under Data Protection Laws.
6.2. The Processor shall:
6.2.1. promptly notify the Client of any Data Subject request; and
6.2.2. act only on the Client’s instructions or as required by law, informing the Client of legal requirements where possible.

1. Personal Data Breach

7.1. The Processor shall notify the Client without undue delay of any Personal Data Breach affecting Client Personal Data.
7.2. The Processor shall cooperate and take commercially reasonable steps to assist the Client in investigating and remediating any breach.

1. Data Protection Impact Assessment and Prior Consultation

8.1. The Processor shall assist the Client with data protection impact assessments and prior consultations with supervisory authorities, solely with respect to Processing of Client Personal Data.

1. Confidentiality

9.1. Each Party receiving Confidential Information shall:
9.1.1. use it only to perform obligations under this Agreement;
9.1.2. keep it strictly confidential;
9.1.3. limit disclosure to those needing access;
9.1.4. ensure such persons are bound by confidentiality obligations;
9.1.5. store and protect it securely; and
9.1.6. return or destroy Confidential Information on termination or upon request, unless prohibited by law.
9.2. Confidentiality obligations do not apply to information that:
9.2.1. was already known without breach;
9.2.2. is lawfully obtained from a third party;
9.2.3. becomes public other than by breach;
9.2.4. is independently developed; or
9.2.5. is required to be disclosed by law, in which case reasonable notice must be given to the Disclosing Party.

1. Deletion or Return of Client Personal Data

10.1. On cessation of Services, the Processor shall promptly delete or return all Client Personal Data within 10 business days.

1. Audit Rights

11.1. The Processor shall provide information and allow audits necessary to demonstrate compliance with this Agreement.
11.2. Audit rights are subject to rights provided elsewhere under the Agreement.

1. Data Transfer

12.1. The Processor shall not transfer Client Personal Data outside the EU/EEA without the Client’s prior written consent and shall ensure adequate protection, using EU-approved standard contractual clauses where applicable.

1. General Terms

13.1. Confidentiality: Each Party shall keep this Agreement and information regarding the other Party confidential, except as required by law or if already public.
13.2. Notices: All notices must be in writing and delivered personally, by post, or email to the addresses set out in this Agreement or as updated by the Parties.