Terms and Conditions

These Terms and Conditions (the “Terms”) govern the provision of recruiting, staffing, and talent placement services (“Services”) by San Diego Pro Staffing, Inc. d.b.a. Boutique Recruiting (“Recruiter” or “we” or “our”) and are hereby incorporated into and made part of any written agreement, service order, proposal, statement of work, or other contractual document (collectively, the “Agreement”) entered into between Recruiter and the Client that references or links to these Terms. “Client” refers to any individual or entity that engages Recruiter, directly or indirectly, under any written or verbal agreement for the provision of recruiting or placement services (referred to in these Terms as the “Agreement”).

By entering into such Agreement, Client agrees to be bound by these Terms. These Terms shall apply to all Services provided by Recruiter, unless expressly superseded by a mutually executed written agreement between the parties.

In the event of any conflict between these Terms and any terms or conditions submitted by Client—whether contained in a purchase order, vendor portal, master agreement, or otherwise—these Terms shall prevail and govern, unless and only to the extent that such conflicting terms are expressly accepted in writing by an authorized representative of Recruiter.

Limitation of Liability: To the extent permitted by applicable law, neither Recruiter nor Client shall be liable to the other, or to any third party, for any indirect, incidental, special, punitive, exemplary, or consequential damages, costs, or losses, including but not limited to lost profits, lost revenue, or lost business opportunities, arising from or related to the Agreement or these Terms, regardless of the theory of liability and even if advised of the possibility of such damages.

In no event shall either party’s aggregate liability under or in connection with the Agreement or these Terms exceed the total fees paid by Client to Recruiter for the placement of the Candidate to which the claim relates.

Except for claims by Recruiter for unpaid fees, any claim arising out of or related to the Agreement or these Terms must be brought within one (1) year from the date of the event giving rise to the claim.

Governing Law and Venue: The parties agree that any legal action, suit, or proceeding arising out of or relating to the Agreement or these Terms shall be brought exclusively in the state or federal courts located in San Diego County, California. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of such courts.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY CLAIM, COUNTERCLAIM, OR ACTION ARISING OUT OF THE AGREEMENT OR THESE TERMS.

Attorney’s Fees: Client shall reimburse Recruiter for all costs of collection and enforcement, including, without limitation, reasonable attorneys’ fees, court costs and other related expenses, incurred by Recruiter in connection with any failure by Client to pay amounts due pursuant to these Terms or the Agreement.

Survival: Each provision of these Terms or the Agreement that should by its sense and context survive any termination or expiration of the Agreement, shall so survive regardless of the cause and even if resulting from a material breach by either Party.

Waiver No waiver of any provision of these Terms or the Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision shall not be deemed a waiver or modification of such provision.

Severability: If any part or portion of these Terms or the Agreement is deemed to be invalid or unenforceable under applicable law, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be replaced with a valid and enforceable provision that most closely reflects the original intent.

Entire Agreement; Modification: These Terms, together with the Agreement into which they are incorporated, constitute the entire agreement between Recruiter and Client, and supersedes all prior agreements, whether oral or written, between the Parties about the subject matter hereof. Any amendments or other changes to these Terms or the Agreement must be in writing and signed by authorized representatives of both parties.

 

No Reliance. Each party acknowledges that it has not relied on any statement, promise, or representation not expressly set forth in the Agreement or these Terms. The Agreement and these Terms constitute the complete and exclusive statement of the terms agreed between the parties.

Modifications to Terms

Recruiter reserves the right to update or modify these Terms from time to time. Any changes will become effective upon posting to this page, and Recruiter will provide reasonable notice to Client of any material changes. However, no such changes shall retroactively modify the terms of a previously executed Agreement unless mutually agreed in writing.