Terms of Service.

These Terms of Service (the "Terms") are entered into between Blink Holdings USA LLC, a Wyoming limited liability company doing business as Opus Solutions ("Opus Solutions," "Service Provider," "we," "us"), with a principal place of business at 30 N Gould St Ste R, Sheridan, WY 82801, and any client engaging our recruitment services or using this site (the "Client," "you"). By accessing opusolutions.com, requesting a search, or engaging Opus Solutions for recruitment services, you agree to these Terms. If you enter a signed Recruitment Services Agreement with Opus Solutions, that agreement's specific terms govern where they conflict with this page.

1. Definitions

Annual Gross Base Compensation means the total annual cash salary or base hourly wage offered to and accepted by a Presented Candidate for the first year of employment. It excludes discretionary bonuses, sign-on bonuses, relocation allowances, equity, stock options, insurance premiums, 401(k) matching, or other fringe benefits.

Presented Candidate means any individual whose resume, profile, or identity is introduced or disclosed to the Client by Opus Solutions in connection with a potential employment position.

Start Date means the first day a Presented Candidate performs active work for the Client as an employee.

2. Scope of Services

Opus Solutions uses commercially reasonable efforts to source, screen, and present candidates matching the qualifications the Client specifies. Opus Solutions does not guarantee placement of any candidate or that a Presented Candidate will meet the Client's specific performance expectations - the hiring decision rests solely with the Client. Unless otherwise agreed in writing, the Client is responsible for conducting and paying for all background, credit, and reference checks, and for obtaining all required candidate consents under applicable law.

3. Fees and Payment

• Recruitment fee: fifteen percent (15%) of the Presented Candidate's Annual Gross Base Compensation.
• The fee is fully earned once the Presented Candidate completes thirty (30) days of active employment with the Client.
• Opus Solutions invoices upon the candidate's written acceptance of an offer or on the Start Date, detailing the fee calculation.
• Payment is due Net 30 days from the Presented Candidate's Start Date.
• Late payments accrue interest at 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is lower.
• The Client is responsible for reasonable legal fees, court costs, and collection agency fees incurred enforcing this Agreement or collecting unpaid fees.
• Refunds: if a Presented Candidate voluntarily resigns or is terminated for cause within the first thirty (30) calendar days of employment, no fee is due, and any fee already paid is refunded in full within thirty (30) days of notification.

4. Replacement Guarantee (Backfill)

If a Presented Candidate leaves the Client's employment - by voluntary resignation or termination for cause - after the initial 30-day refund period but within six (6) months of their Start Date, Opus Solutions provides a free backfill: commercially reasonable efforts to find a replacement for the same position at no additional fee. This guarantee requires: (a) written notice from the Client within five (5) business days of the departure; (b) all invoices for the original placement paid on time; and (c) the position requirements remaining substantially the same as the original job description.

5. Candidate Ownership and Prior Submission

Opus Solutions "owns" the introduction of a Presented Candidate for one (1) year following the date of the last introduction or communication regarding that candidate. If the Client hires the candidate for any position within this one-year period, the recruitment fee in Section 3 applies. If the Client previously received a resume for that candidate from another source within the six (6) months prior to Opus Solutions' presentation, the Client must dispute ownership in writing within five (5) business days of the presentation - failure to do so means the candidate is deemed presented by Opus Solutions, and the Client remains liable for the fee if the candidate is hired.

6. Data Protection and Privacy

Both parties agree to comply with applicable United States privacy and data protection laws when handling candidate personal data. The Client may use candidate data provided by Opus Solutions (resumes, contact information) solely to evaluate the candidate for potential employment, and may not sell or distribute that data to third parties. The Client must maintain appropriate technical and organizational security measures to protect candidate data, and must securely delete or return a candidate's personal data once the recruitment process for that candidate is complete, or upon request by Opus Solutions, unless retention is required by law. See our Privacy Policy for more detail.

7. Term and Termination

Engagements commence on the effective date of the applicable agreement and remain in effect until terminated by either party with thirty (30) days' written notice. Termination does not affect the Client's obligation to pay fees for any candidate presented prior to termination. Opus Solutions remains entitled to fees for any Presented Candidate hired by the Client within one (1) year following termination.

8. Non-Solicitation and Non-Disparagement

During an engagement and for twelve (12) months after, the Client shall not directly or indirectly solicit for employment or hire any Opus Solutions employee or contractor involved in performing the services, without our prior written consent. Neither party will make false, defamatory, or disparaging statements about the other, its officers, directors, or services in any public forum, including social media or industry review sites.

9. Relationship of the Parties

Opus Solutions is an independent contractor, not an employee or agent of the Client, and has no authority to enter into contracts or legal obligations on the Client's behalf - all employment offers must come directly from the Client to the candidate. Any candidate hired is an employee (or contractor) of the Client, and Opus Solutions bears no responsibility for that candidate's payroll, taxes, benefits, or workplace conduct.

10. Representations and Warranties

Each party represents it has the legal power and authority to enter into these Terms or an applicable agreement. The Client warrants that its hiring practices comply with all applicable federal and state labor laws, including equal opportunity employment regulations.

11. Indemnification and Limitation of Liability

The Client shall indemnify and hold harmless Opus Solutions from claims, damages, or losses arising from the Client's breach of these Terms or any legal claims made by a candidate related to the Client's hiring process or employment practices. To the maximum extent permitted by law, Opus Solutions' total liability for any claim shall not exceed the total fees the Client paid in the twelve (12) months preceding the claim, and Opus Solutions is not liable for indirect, incidental, or consequential damages.

12. Miscellaneous

• Governing Law and Venue: These Terms are governed by the laws of the State of Wyoming, without regard to conflict of law principles. Disputes are brought exclusively in the state or federal courts located in Sheridan County, Wyoming.
• Force Majeure: Neither party is liable for failure to perform obligations (other than payment) due to causes beyond its reasonable control, including acts of God, war, strikes, or government regulations.
• Assignment: The Client may not assign an engagement without Opus Solutions' prior written consent. Opus Solutions may assign its rights to a successor entity or affiliate.
• Entire Agreement: These Terms, together with any signed Recruitment Services Agreement, constitute the entire agreement between the parties and supersede prior discussions, whether oral or written.
• Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
• Electronic Signature: Agreements may be executed in counterparts and delivered via electronic signature (e.g., DocuSign), deemed original and legally binding.

13. Contact

Questions about these Terms? Reach us via the contact page or write to Blink Holdings USA LLC, dba Opus Solutions, 30 N Gould St Ste R, Sheridan, WY 82801.