We the undersigned service provider (“We,” “Us,”) are excited to make it easy for you to Find, Hire, and Pay® your global team. The terms of this Agreement (“Terms”) govern our relationship with You, [Client Name], located at [Address] (“You,” or the “Client”). As such, you must become familiar with these Terms as they form the basis for our contractual relationship. If You feel like any of these Terms are not clear, please let Us know – We’re happy to understand your concerns and are always improving these Terms and their transparency.
Definitions.
“Administrative Cost” means any costs required and/or imposed by the local authority or government body in order for Us to compliantly provide the Services, including but not limited to government filing fees, registrations, notices, etc.
“Agreement” means, together, these Terms and/or any applicable SOW, Quote, or Our Privacy Policy and Data Protection Addendum.
“Beta Features” means certain Services, features, or functions that We may provide to You at no additional cost for testing and evaluation purposes which are designated as beta, limited release, pre-release, developer preview, or other similar description.
“Contractor” is a business or an individual who executes a Contractor Agreement.
“Contractor Agreement” is an executed agreement between a Client and Contractor.
“Contractor Plus Agreement” is an executed agreement between Us and Contractor on Client’s behalf. At times, it may also be referred to as an “AOR Agreement” or “Contractor of Record Agreement.”
“Client” is a registered business entity that contracts with Us for Services provided through the Platform.
“Direct Competitor” is a business entity that offers a product or service similar to or identical to the Platform or Services.
“Employment Agreement” is an executed agreement between Us or Our Partner and a Team Member.
“Employment Claims” means any claims, filings, actions, concerns, allegations, lawsuits, investigations, regulatory matters, or other similar actions related to or arising out of the employment, termination, or employment agreement of a Team Member.
“Intellectual Property (“IP”) Rights” includes but is not limited to patents, utility model rights, rights to inventions, business and domain names, trademarks, trade dress, design rights, database rights, copyright and related rights, moral rights, artist’s rights, mask works, rights in goodwill, rights to use and protect the confidentiality of Confidential information (including know-how and trade secrets) and all other intellectual property rights of any kind, whether registered or unregistered, including all applications and rights to apply for and be granted renewals or extensions or, and rights to claim priority from, registrations, and all equivalent or similar rights that exist or will exist in any part of the world.
“Partner” means any firm, company, or person with whom We contract with or otherwise engage to assist with or perform the Services or any part of the Services.
“Management Issues” means matters under an Employment Agreement requiring investigation, decisions, or actions by Us as the employer of record, including and without limitation: periods of annual, sick, or other leave; absence of the Team Member; issuing employment offer letters; pay reviews and the award of other payments and/or benefits under the Employment Agreement; any complaint(s) about the Team Member; any compliance or other-related grievance raised by the Team Member.
“Platform” means Our proprietary software platform through which We provide Services.
“Quote” means the proposed pricing quote provided to You for Employer of Record/Team Member Services that You agree to when onboarding the applicable Team Member, which may take the form of a proposal, Statement of Work, or other quote form.
“Services” means employer of record, contractor management, global expansion, consultancy, recruiting and global workforce management provided by Us to the Client, whether through the Platform or otherwise, including but not limited to the Team Member Service or Contractor Service. “Services” does not include the Team Member’s or Contractor’s work directly for or to the Client.
“Statement of Work” is a statement of work between Us and the Client which defines and outlines the Services We will provide, along with the applicable fees and costs payable by the Client. It may also be referred to as “SOW.”
“Team Member” is an individual legally employed by Us under Our employer of record services offering to a Client in the applicable country.
“Transition Costs” are all costs payable by a Client to Us when a Team Member is terminated or otherwise ceases to provide services to a Client for any reason. In addition to all Services Fees and any Administrative Cost associated with the transition, the total Transition Costs may include but not be limited to: vacation pay, severance pay, any periodic or one-time compensation for non-compete and other post-termination restrictions, payment in lieu of any required notice, and any other termination payments required by law or local regulation, negotiated between Us as employer of record and the Team Member, awarded to the Team Member by a third party authority (e.g., a judicial body, labor board, or works council), or related to the defense, settlement, or compromise of any Employment Claims.
“Transition Fees” are Our fees associated with transitioning and/or terminating a Team Member, as defined in this Agreement or as agreed in an applicable Statement of Work.
- Binding Agreement. The Agreement forms the complete and binding agreement between You and Us in exchange for Your access to and use of the Platform and Services, including payment of all agreed costs, fees and required deposits. These Terms are legally binding. When You click the applicable button indicating Your acceptance of the Terms, or sign these Terms, or access or use the Services, You accept the Terms and You agree, effective as of the Effective Date, to be bound by the Terms. Any action You take on the Platform is binding and enforceable.
- Client Information. “Client Information” means (i) payroll, benefits, human resources, and similar information provided by Client or its employees or plan participants, including transactional information; and (ii) any other information or materials provided by Client, regardless of form (e.g., images, graphics, text. etc.) to be used by Us in the performance of Services, whether included therein by Us on behalf of Client as a part of its setup or directly by Client or any of its employees. With respect to Client Information: (a) Client shall be solely responsible for updating and the accuracy of all Client Information; and (b) Client grants to Us a non-exclusive, non-transferable license to use, edit, modify, adapt, translate, reproduce, copy (including backup copies), and display the Client Information as reasonably necessary for Us to perform the Services. Client represents that it has acquired any consents or provided any notices required to transfer Client Information to Us or to any third party to whom Client requests Us to transfer such Client Information, and that such transfer does not violate any applicable laws, rules or regulations.
- Electronic Communications and Data/File Protection. Please review the Privacy Policy and Data Processing Addendum (“DPA”) which are both incorporated herein for reference. If there is a conflict between these Terms and the Privacy Policy and DPA, the Privacy Policy and DPA govern. We will employ commercially reasonable storage (including backup, archive, and redundant data storage, on-site and off-site) and reasonable precautions to prevent the loss of or alteration to any Client Information in Our possession. In connection with providing the Services, We will communicate with Client via electronic transmission. We will use reasonable precautions to ensure that such communication is not intercepted or unintentionally disclosed.
- Confidential Information. “Confidential Information” includes all non-public knowledge, documents, data and information of Yours or Ours. It includes but is not limited to customer lists, non-public intellectual property, trade secrets, pricing, employee information, coding, processes, employee information, inventions, applications, operating systems, computer-related equipment or technology, technical data, new ideas, methods of doing business, and any other information in any other form marked as confidential in nature, any personal information governed by applicable data-protection regulations, and any Confidential Information that You or We have received or may receive in the future from third parties. Information is not confidential if it is: (a) in the public domain through no fault of the receiving party; (b) previously known on a non-confidential basis by the receiving party; (c) developed independently by the receiving party without reference to Confidential Information; (d) received from a person other than the disclosing party or its agent; or (e) specifically allowed for disclosure by Your or Us respectively in writing. If Confidential information becomes public due to a Party’s violation of these Terms, it is still deemed Confidential Information protected by this Agreement.
- Anti-Corruption. The Parties agree to comply with any applicable anti-bribery and anti-corruption laws in the country or countries in which We provide employer of record or other Services to You.
- Intellectual Property. The Parties agree that all Intellectual Property created by Team Members at Your request or within the scope of and during the term of the Team Member’s placement with You (the “Resulting IP”), and all related IP Rights therein, should be owned exclusively by You to the fullest extent allowed by applicable law. Therefore, to the extent that We have or receive any IP Rights in or any Resulting IP, We hereby permanently and irrevocably transfer and assign to You all such IP Rights. Such IP Rights are transferred and assigned to You in full as of the moment of creation. Such transfer and assignment is without any representations or warranties of any kind. Further, to the extent We or Our Partner has or receives any IP Rights in or to any Resulting IP, We will ensure that the Partner enters into a written agreement with Us that assigns to Us all such IP rights, which are immediately assigned and transferred to You as provided above. Any additional agreements which provide additional protections to your IP Rights in Resulting IP may be requested from Us and customized for an additional fee. As necessary, You hereby grant Us a worldwide, non-exclusive, non-transferable, perpetual and non-sublicensable, and royalty-free license to use Your Intellectual Property solely for the purpose of providing Services to You in accordance with these Terms and this Agreement.
You (and You will not permit any third party to):
- a. Reverse-engineer, decompile, disassemble, translate, or otherwise attempt to derive source code, underlying ideas, or algorithms of the Platform or Provider Materials, except to the limited extent such restrictions are expressly prohibited by applicable law;
- b. Bypass, disable, or interfere with any security or access-control features;
- c. Copy, frame, mirror, reproduce, scrape, crawl, harvest, or index the Platform or its outputs, including automated or bulk access, other than via documented product features;
- d. Modify, create derivative works of, benchmark, or publicly disclose performance or security test results of the Platform without Our prior written consent;
- e. Rent, lease, lend, sell, sublicense, distribute, white-label, time-share, or otherwise provide the Platform or Provider Materials to third parties (including as a managed service), or use them for the benefit of a third party other than Your Affiliates and contractors who are bound by written terms at least as protective as this Section;
- f. Use the Platform to develop or train competing products or models, or to train any AI/ML system except as expressly permitted in writing;
- g. Remove, alter, or obscure proprietary notices;
- h. Upload or transmit malware or content that infringes, violates law, or introduces undue burden on Our infrastructure;
- i. Exceed documented usage limits, rate limits, or seat restrictions;
- j. Access the Platform to build a similar or competitive service (“competitive use” restriction);
- k. Use any data export or caching in a manner that stores credentials or personal data insecurely or violates the Agreement or law.
- Services, Representations and Warranties.
- a. Employer of Record Service. Upon acceptance of the applicable Quote, We will employ Team Members to render services directly to You. As the Team Member’s employer, We are responsible for all Management Issues for the Team Members, even if they are rendering services to You. In the event We must dismiss or replace a Team member, We will only do so after providing notice to You, and will do all within our power to minimize any impact it may have on You and Your business. Further, as the employer, We are responsible for the payment of wages, salaries, bonuses, commissions, benefits, expenses, and other earnings to Team Members under applicable law. We are also responsible for processing related third-party tax withholdings, reporting, remittance, and other social remittance requirements as required by applicable law or regulation.
- b. Contractor Service. Through the Platform, We will help You contract with, onboard, and execute payment to Your Contractors. We make no representations about the quality of any Contractor’s work and are not responsible for the Contractor’s errors or omissions. The Contractor Service is provided through the Platform an includes the ability of the Contractors to issue invoices, and the ability for You to review, approve (or dispute), and pay the Contractors’ invoices. The Platform will include agreement templates for Your use, and a repository to store Contractor Contracts. Finally, We will arrange the payments between you and the Contractor for invoices You approve. However, Our obligation to pay the Contractor is conditional upon Our actual receipt of payment of Our invoices from You. We do not assume any liability for Your acts, failures, or omissions under the Contractor Agreement, including Your failure to make any payments owed to Contractor.
- c. Contractor Plus Services. Through the Platform, We will contract directly with a Contractor on Your behalf, onboard, and execute payments to that Contractor. We make no representations about the quality of any Contractor’s work and are not responsible for the Contractor’s errors or omissions. The Contractor Service is provided through the Platform an includes the ability of the Contractors to issue invoices, and the ability for You to review, approve (or dispute), and pay the Contractors’ invoices. Finally, We will arrange the payments between you and the Contractor for invoices You approve. However, Our obligation to pay the Contractor is conditional upon Our actual receipt of payment of Our invoices from You. We do not assume any liability for Your acts, failures, or omissions under the Contractor Agreement, including Your failure to make any payments owed to Contractor.
- d. Recruiting Service. Our recruiting services may include advice and recommendation in addition to any efforts to source, screen, and recruit candidates to be employed by Client. These services may comprise, but are not limited to human capital talent acquisitions, human resources consulting, compensation and benefits consulting, outreach to passive candidates, interviewing, phone screening and related services (“Recruiting Services”).
- i. Selected Candidate. A “Selected Candidate” is defined as a candidate referred to the Client by Company that is hired, directly or indirectly, for any position as an employee, consultant, or independent contractor by Client, its affiliates, parents or subsidiaries within 12 months of the most recent activity on behalf of that candidate by Us. Your decision to hire a Selected Candidate shall be Your sole responsibility and decision. Further, We expressly disclaim any liability or responsibility whatsoever for Selected Candidate’s actions or omissions occurring before or after the Selected Candidate’s hire date.
- ii. Confidentiality. All candidate referrals made by Us and all related candidate information are made on a confidential basis.
- iii. Compliance. We do not discriminate in referrals or consent to discrimination by any client against any candidate on the basis of race, religion, age, disability, sex, national origin, veteran status, or any other status protected by federal, state, or local law.
- e. Additional Services. We may provide additional services in addition to the Services listed above and as agreed between Us in an applicable SOW (“Additional Services”). Additional Services include:
- i. Workplace. We may source, coordinate, and administer workplace solutions (e.g., coworking seats, serviced offices, registered addresses). You authorize Us to engage third-party vendors and to pass through their terms and fees to You. Unless otherwise stated in a Quote, all vendor contracts will be in Your or Your Affiliate’s name, and You are responsible for any usage fees, deposits, overages, penalties, and termination charges.
- ii. Equipment. We may procure, lease, ship, inventory, recover, sanitize, and/or dispose of equipment for Team Members or Your personnel (e.g., laptops, peripherals) (the “Equipment Services”).
- iii. Immigration. We may coordinate with immigration counsel and specialists to prepare and submit immigration filings for designated individuals. Government decisions are outside Our control; We do not guarantee approvals or timing. You will (a) provide complete and accurate information; (b) pay all government, filing, translation, and courier fees; and (c) comply with any sponsorship, wage, or posting requirements. You authorize Us to share necessary Personal Data with counsel and authorities.
- iv. Entity Setup. We may coordinate the formation or registration of Your local entities and tax IDs, including corporate secretarial tasks and bank account onboarding support (each, an “Entity Setup”). Final decisions rest with authorities and financial institutions; account opening is not guaranteed. You will supply KYC/UBO information, sign required forms, and pay government, professional, and banking fees. Unless expressly stated, entities will be formed in Your or Your Affiliate’s name and under Your control.
- v. No Fiduciary Duty. In providing Additional Services, We act as Your independent contractor and agent for limited purposes of coordination only. We do not assume a fiduciary duty.
- f. Global Payroll. If elected in an applicable Quote, We will provide global payroll administration services for Your employees engaged by You or Your Affiliates (and not employed by Us under the Employer of Record Service) (“Client Employees”) in the countries specified (the “Global Payroll Service”).
- i. Scope. The Global Payroll Service may include, as applicable: (1) gross-to-net calculations; (2) payslip generation; (3) payroll registers and summary reports; (4) preparation and/or filing (directly or through Partners) of periodic payroll tax/insurance returns; (5) year-end forms; (6) statutory benefits and contribution remittance support; (7) setup and maintenance of pay codes, statutory rates, and employee master data as provided by You; and (8) support for garnishments and mandated deductions.
- ii. Your Responsibilities. You (and not We) are the employer of record for Client Employees using the Global Payroll Service. You are responsible for: (1) employment decisions and compliance with Applicable Law; (2) the accuracy, completeness, and timely provision of payroll input data (e.g., time, salary, bonuses, benefits, terminations); (3) timely review and approval of each payroll; (4) executing any required tax registrations, authorizations, or powers of attorney; and (5) funding payments when due.
- iii. Funding & Payments.
- 1. Calculation-Only Option. If the Quote specifies calculation-only, You will pay Client Employees, authorities, and third parties directly using the outputs We provide.
- 2. Payment Facilitation Option. If the Quote specifies that We will facilitate payments, You will pre-fund the full payroll amount (net pay, employer/employee taxes, contributions, fees, FX) to the account We designate by the cutoff We specify. We (or Our regulated payment Partners) will then instruct disbursements as Your agent. We are not a bank or money transmitter; any funds held prior to disbursement are held on Your behalf, and no interest is owed. Our obligation to disburse is conditioned on timely receipt of cleared funds and complete approvals.
- iv. FX & Cutoffs. Where currency conversion is required, We may apply Partner-quoted rates at the time of execution plus any agreed margin. Cutoffs and settlement windows vary by country and rail; late changes may be processed in a subsequent cycle as an off-cycle or retro adjustment and may incur additional fees.
- v. Reliance; Corrections. We may rely on data, instructions, and approvals provided by You or Your designees. If an error results from inaccurate or late data or approvals, You will bear related costs, penalties, and interest. If an error is caused solely by Us, We will correct the error in the next feasible cycle or process an off-cycle correction at Our expense; this is Your exclusive remedy for such errors.
- vi. Partners. We may perform portions of the Global Payroll Service via in-country payroll providers, accountants, or payment Partners (“Partners”). You authorize Us to appoint Partners and share necessary information with them.
- vii. No Legal/Tax Advice. Templates, calculations, and guidance We provide are for administrative purposes and are not legal, tax, or accounting advice. You should consult Your advisors for local requirements beyond the scope of administration.
- viii. Survival. Funding, reliance, and correction obligations survive termination for any payroll period processed while this Service was active.
- g. HR Services. If elected in an applicable Quote, We may provide human resources services (the “HR Services”) for Client Employees and, where applicable, Team Members. HR Services may include: (1) onboarding/offboarding administration; (2) document generation and tracking (e.g., offer letters, acknowledgments, NDAs, IP assignments, locally required notices and forms); (3) handbook and policy template provisioning and localization support; (4) leave, time-off, and attendance administration; (5) basic performance and employee relations case tracking; (6) benefits enrollment administration for employer-sponsored plans where available; and (7) HRIS configuration within the Platform.
- i. Your Role. Except for Team Members employed by Us under the Employer of Record Service, You remain the employer and retain all decision-making authority regarding hiring, discipline, investigations, accommodations, terminations, compensation, benefits design, and employee relations outcomes. We act in an administrative and advisory capacity only.
- ii. Compliance. We will perform the HR Services in a professional and workmanlike manner consistent with industry practices. Policy templates, recommendations, and playbooks are provided for convenience only and must be reviewed and approved by You and Your counsel for compliance with Applicable Law and any collective bargaining or works council requirements.
- iii. Information & Approvals. You will provide timely and accurate employee data and promptly review/approve documents, actions, and communications. We may rely on approvals provided via the Platform or other written means.
- iv. Benefits & Vendors. We may coordinate with Your benefits brokers, carriers, and administrators, or introduce vendors at Your request. Vendor contracts are between You and the vendor, and the vendor’s terms will govern. We are not responsible for vendor performance.
- v. No Legal Advice. HR Services are not legal advice. Where legal or regulatory interpretation is required, You should consult qualified counsel. We may, with Your consent, coordinate with Your counsel or engage local counsel via You.
- vi. Priority with EOR. For Team Members employed by Us under Section 7(a), any conflict between this Section 7(g) and Section 7(a) will be resolved in favor of Section 7(a).
- h. Third-Party Providers. From time to time, We may subcontract in whole or part the performance of the Services covered by this Agreement to a third-party Partner of our choosing. We remain at all times fully liable to You for all Services performed under and pertaining to this Agreement.
- i. Worker Equity. Except as expressly set forth in a Quote or written addendum, We do not design, sponsor, approve, grant, value, custody, administer, or manage any equity or equity-like incentives (including stock options, RSUs/PSUs, ESPP, phantom or profits interests) for Team Members or Contractors. Any such awards are made solely under Your plan documents and/or a separate agreement between You and the individual, and neither We nor Our Partners are parties to, or responsible for, those arrangements. We do not provide legal, tax, accounting, or securities advice regarding such awards, and You are solely responsible for all related compliance, disclosures, and consequences (including any withholding, reporting, remittance, or filings). If We agree in writing to facilitate payroll withholding or reporting tied to equity events, You will provide timely and accurate instructions and pre-fund all required amounts, and Our role will be limited to mechanical processing in reliance on Your instructions.
- The Platform.
- a. Software Licenses. The Services are offered through a cloud-based software Platform, to which We grant You a limited, non-transferable, royalty-free licenses to use in accordance with the Terms. In order to access Our Services, internet access and a valid business email address are required.
- b. Platform Information. We will use information You provide, including personal information, in connection with providing the Services. This usage may include sharing information between the Platform and other Websites owned or licensed by Us, as well as third-party providers’ websites. You consent to this transfer of date, subject to applicable law, Our Privacy Policy, and Data Processing Addendum.
- c. Platform Disclaimer. The information provided via the Website or Platform is meant for informational purposes only, and should not be interpreted as professional legal or tax advice. We encourage You to consult a professional that is trained or licensed in the relevant area if You need assistance.
- Beta Services. We may, from time to time, invite you to try our Beta Services at no charge. You may accept or decline at Your sole discretion. Any Beta Services will be clearly designated as beta, pilot, developer preview, limited release, non-production, or by a similar description. Beta Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. IMPORTANT: BETA SERVICES ARE NOT CONSIDERED “SERVICES” HEREUNDER AND ARE PROVIDED “AS-IS” WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Beta Services at Our sole discretion. Further, we may offer add-on Services from time to time that may be governed by additional terms and conditions of use. If so, You will be provided a copy of such additional terms and conditions prior to You contracting to receive such Services.
- Client Obligations.
- a. Team Members. You and Your team may interact daily with the Team Member as allowed by applicable law. Also, You agree to notify Us immediately regarding any Team Member Management Issues as soon as You become aware of them. During the time the Team Member is rendering services to You, You agree to only assign tasks and instructions that are legal in the applicable country, and to treat the Team Member ethically, in compliance with these Terms, the Agreement, and applicable law, including data protection laws.
Either Party must immediately inform the other Party of any matter relating to the Team Member’s work, a Team Member’s performance, or a Team Member’s employment with Us as the employer of record. Each Party agrees to cooperate in resolving the issue, minimize costs, and mitigate potentially negative consequences without making changes to the Services when possible. As the Team Member’s employer, We will handle disciplinary actions and/or termination of a Team Member’s employment. Upon request, You will provide Us with any information or documentation to the extent such request relates to Our resolution of any Management Issues concerning the Team Member.
You may provide training and instructions directly to the Team Members as necessary for them to provide the services to You (“Your Instructions”). Your Training may include compliance with Your policies, so long as such policies are not in conflict with applicable law or regulation. We are not responsible for Your Instructions and as such does not assume any liability for acts, failures, or omissions of Team Members in connection with Your Instructions. Further, for clarity, Your Instructions in no way affects Our status as employer of the Team Members or Our authority with respect to Management Issues.
If any Team Member has provided services to You before engaging Us for employer of record Services, you must notify Us. You are solely responsible for paying all amounts due to the Team Member in connection with such past service, and We will not be liable for paying the Team Member on Your behalf for said past service.
When a Team Member ceases to provide services to You for any reason, You agree to pay all Transition Costs and Transition Fees to Us in connection with such change. - b. Contractor Management. Unless you engage Us for recruiting services, You are responsible for recruiting Contractors who are qualified and eligible to contract legally in the country in which they reside. Once a Contractor is identified, it is Your responsibility to negotiate the terms of the engagement between You and the Contractor, including services required, cost of services, and cadence of payments. You may use our templates within the Platform to memorialize the terms of the agreement, or upload an existing agreement between You and the Contractor to the Platform for ease of management of all workforce agreements. Invoices can also be created, uploaded, transmitted and stored within the Platform.
You should review each invoice carefully before approving and making payments. Once payment is initiated, We cannot stop or otherwise change the payment. If You owe outstanding payments to a Contractor after they complete work, or if You are not satisfied with the Contractor’s performance, either You or Contractor may initiate cancellation of the contract within the Platform. Cancellation terminates further obligations, but does not affect surviving obligations or remedies. Any disputes between You and a Contractor must be addressed directly between You and the Contractor. - c. Invoice Information. You agree to provide any information reasonably required or requested by Us to prepare and issue accurate invoices to You. This may include, for example, notifying Us in advance of any Team Member scheduling or issues that may affect the Service Fee, any changes, additions, or deletions to Team Member information (including any one-time payments), by the monthly cutoff date provided in the Platform.
- d. Accurate Records. Our Services, Fees, and obligations are conditioned upon Your full and accurate disclosure of all information We reasonably request, including any changes to information previously provided by You. You maintain full responsibility for verifying the ongoing accuracy of all Your information on the Platform and to timely communicate that information to Us. Failure to accurately and completely provide information gives Us the right to collect additional amounts from You, change the Services and/or the Fees charged, or terminate any active SOWs.
- e. Business Obligations. Any duties not expressly allocated to Us under the Terms remain Your obligation.
- f. Performance Assistance. You agree to enable Us to take all necessary steps to provide the Services, including through Your timely completion of forms or signatures on benefits or other registration documents. We shall not carry any liability for any errors, failures or omissions relating to the Services if such errors, failures or omissions are caused by Your delay or failure to assist. If Our provision of Services becomes impossible due to Your actions or omissions, We retain the right to be paid for the Services already rendered.
- g. Platform and Services Access. Our Services are not directed to individuals under 18 years of age. We do not knowingly collect information from/of any minor. If You become aware that a minor has provided Us with personal information, you must inform Us immediately. You agree not to access the Platform and the Services if You are, or You give access to, Our Direct Competitor, unless given prior written consent. You will not access the Services or Platform for monitoring performance, availability, or functionality, or any benchmarking or for competitive purposes. You will only use Our Platform and Services for in accordance with applicable law and these Terms, and You will not sell, re-sell, lease, or rent the Services without Our prior written approval, including entering into any agreement or contract with a Team Member without Our prior written approval. We may suspend or cancel the Services or Your accounts, in whole or in part, immediately upon notice to You for cause if We determine in good faith that you have violated, in our discretion, any provision within this subsection. Finally, You agree to provide Us with the right to access (with reasonable notice) and review Your data and Your systems and related processes as may be necessary for Us to provide the Services to You.
- ees and Billing. The fees to be paid by Client for Our Services shall apply on a per-Team Member or per-Contractor basis and are described below, and/or within the applicable Statement of Work (“Fees”). The Fees are based on the nature and scope of Services selected by Client. The Parties agree that Fees may change as total compensation changes, whether the changes are a result of Client’s request, statutory changes or collective bargaining agreements.
- a. Team Member Service Costs. Your Total Cost for monthly Team Member Fees includes three items: (1) the Setup and Onboarding Fee; (2) the Monthly Services Fee; and (3) Administrative Costs, which include costs associated with the employment of the engaged Team Member such as salary, required taxes, foreign exchange conversion, benefits, notice period and severance accrual, social welfare and other required and elected contributions, all of which differ based on the location and description of work. You will only be charged for Services provided. These changeable amounts may be separately detailed in each Statement of Work. In addition to the Deposit described in Section 12 below, You are responsible to fund an estimate of one month’s payroll cost in advance of the Team Member’s start date.
- b. Team Member Expenses. A Team Member may incur work-related expenses (e.g., travel or equipment costs) while performing services for You, which are not included in the Total Cost of the Team Member Service. You agree to pay Us for all expenses incurred by a Team Member in providing services to You, if the expense is required to provide services and/or is approved by You. You agree to notify Us if You dispute any expense amounts in accordance with the Invoice Disputes provision. We reserve the right to charge a fee no greater than 5% of the total expense amount for administration.
- c. Transition Costs. Upon termination or dismissal of any Team Member engaged by Us under this Agreement, You agree to pay all costs associated with such termination or dismissal, including without limitation legal costs, severance costs, or other expenses in the amount incurred as part of the termination or dismissal, plus an additional Transition Fee of USD $750.00 to Us. You agree that the requirement to pay Transition Costs and Transition Fees continues beyond the termination of this Agreement and any applicable SOW.
- d. Contractor Service Costs. The Total Costs of Contractor Services will include two elements: (1) the amount of the Contractor invoice approved by You for payment; and (2) Our Monthly Services Fee. The invoice amount is the amount the Contractor invoices You and You approve on the Platform for payment to the Contractor, including all applicable expenses and taxes. The Monthly Services Fee is the fixed monthly fee We charge to manage Contractor invoices and payment for Your ease-of-use. Unless otherwise agreed in writing between the Parties, Our Monthly Services Fee is $45.00 per Contractor per month for USD payments, and $45.00 plus 1.5% of the applicable Contractor payment for local currency payments per Contractor per month.
- e. Contractor Plus Service Costs. The Total Costs of Contractor Services will include two elements: (1) the amount of the Contractor invoice approved by You for payment; and (2) Our Monthly Services Fee. The invoice amount is the amount the Contractor invoices You and You approve on the Platform for payment to the Contractor, including all applicable expenses and taxes. The Monthly Services Fee is the fixed monthly fee We charge to manage Contractor invoices and payment for Your ease-of-use. Unless otherwise agreed in writing between the Parties, Our Monthly Services Fee is $225.00 per Contractor per month for USD payments, and $225.00 plus 1.5% of the applicable Contractor payment for local currency payments per Contractor per month.
- f. Recruiting Service Costs. Recruiting services are provided either on an hourly basis, or a contingency basis, but never both for the same candidate.
- i. Hourly Recruiting. Unless otherwise agreed in writing between Us, hourly recruiting services may only begin once We receive an initial deposit of $2,500.00 from You. We will draw from the deposit amount as We incur recruiting hours. We will send you invoices to replenish the deposit amount, and any unused deposit amount shall be returned to you within 30 days from Candidate placement. Invoices for Recruiting Services are billed to You at the end of every two weeks in which We are engaged in providing the Recruiting Services and for which Recruiting Services are performed. Invoices are due net 15 days from Your receipt, and We reserve the right to cease providing Recruiting Services if any invoice becomes 7 or more days past due, and to resume Recruiting Services only if and when such invoice is satisfied. Unless otherwise agreed in writing between the Parties, We invoice you a flat per-hour fee at the rate between $75.00 and $125.00 depending on country and position, as stated in the applicable SOW, and $150.00 per hour for a candidate salary at or above $150,000.00 per year. Hourly Recruiting services are provided at a minimum fee of $1,500.00 USD, irrespective of hours spent recruiting.
- ii. Contingency Recruiting. Unless otherwise agreed in writing between both Parties, You agree to pay Us a placement fee equal to 25% of a Selected Candidate’s total first year’s expected compensation. The placement fee is not subject to reduction even if the Selected Candidate’s employment terminates. You agree to pay the placement fee within 15 days from the Selected Candidate’s start date.
- g. Fees for Additional Services. Our fees for any add-on Service varies based on multiple factors, the location and jurisdiction of the Service, and scope and complexity. Additional Services fees will be stated in an applicable Quote and/or SOW.
- Client Deposit for Team Members. As a condition of the performance of Services, We will require a refundable deposit commensurate with, unless otherwise agreed in writing between the Parties, the equivalent of one month of the Team Member’s expected compensation, including any variable compensation, bonus or commissions, social benefits, and Our Monthly Services Fees. The deposit shall be held by Us to guarantee Your performance of Your obligations under this Agreement. Such deposit amount may be adjusted from time to time to reflect the Team Member’s then-current compensation. If We must apply any part of the deposit to the payment of any invoice or other charges, You agree to replenish the deposit within 15 days as a condition to Our further performance of Services. Subject to the terms of this Agreement, any remaining balance of the deposit after termination of this Agreement, any applicable SOW, or any applicable Team Member, shall be refunded within 30 days after the settlement of any outstanding invoices, severance requirements, all outstanding matters with third parties such as governments and benefits providers, and related Fees due to Us. All deposits will bear no interest.
- Payment.
- a. Payment of Monthly Fees. You shall be responsible for funding all applicable Team Member and Contractor payments and paying all Fees consistent with these Terms via automatic clearing house transfer (“ACH”). You will provide the applicable ACH information via the Platform and hereby authorize Us to access, pull, transfer, and transmit the applicable payment to Team Members and Contractors in accordance with these Terms. Payment shall be considered made only when We have received final, irrevocable credit in Our bank. If an ACH is reversed, then Client shall reimburse Us for any related penalties and fees. All Fees will be pulled via direct ACH from the account provided to Us by Client at least five (5) business days before applicable Team Member and/or Contractor payment is due and in accordance with Client’s ACH information provided on the Platform or other authorized Bank Transfer Authorization Form.
- b. Invoice Payments. For invoices other than for monthly Fees described in subsection (a) above, You agree to pay all invoices timely, including invoices that charge for incidental or one-time costs (e.g., initial deposit, expenses, etc.). All such invoices are due 15 days from the date of their issuance, unless otherwise set forth in the invoice. Where direct debit is supported, you authorize Us to auto withdraw all invoice amounts from You account any time on the due date as set forth on the invoice. If auto withdrawal is unsuccessful, We will renew Our attempt to auto withdraw the applicable invoice amount until either it is successful, without limiting Our other rights or remedies under law, or demand another form of payment. We will not extend the due date for invoices, and failure to pay invoices when due constitutes a material breach of the Terms.
- c. Credit Card Payments. If We agree that You may pay invoices by credit card, all credit card transactions are subject to a processing administration fee of 3.5%.
- d. Late Payments. After two consecutive, unsuccessful auto debit withdrawal attempts where auto debit is enabled, or in all other cases any time after the due date of Our invoices and without limiting Our other rights or remedies, We will apply Your current Service Agreement deposit to cover outstanding invoice balances and notify you. You will be required to replenish Your deposit within 15 days of it being applied to cover Your outstanding balance. Your failure to replenish the deposit constitutes a material breach of these Terms. Further, if You fail to pay Fees when due and fail to replenish your deposit, We are authorized to cease processing payment of Team Member payroll or Contractor payments and You agree to be responsible for all further fees, penalties, interest or other costs incurred by Us as a result of any delay in its receipt of funding. Any undisputed invoice not paid within 10 days of the due date will cause a 5% late payment penalty.
- e. Credit and Background Checks. We conduct credit and background checks on all Team Members and Contractor Plus Contractors. We may also, if required by local law, conduct medical checks on the Team Member. Unless otherwise stated in writing, the cost of a background check is $175.00 per Team Member or Contractor Plus Contractor. The cost of a medical check varies by country and local requirements. The cost of any background check or legally required medical check shall be borne by the You. Upon Your request and if permitted by applicable law, We will share applicable background and medical check information with You.
- f. Payment for Partial Services. If We initiate Services based on this Agreement or other Client instructions, but You cancel such Services in writing prior to completion, You shall pay all associated fees incurred for Services performed up to the point which We receive written notice of cancellation of such Services.
- g. Currency. You will pay Our invoices in USD unless otherwise agreed in writing between the Parties. We pay Team Members in their home country currency and pay Contractors as specified in their contract. When the currency We receive is different from the currency We are obligated to pay, We will exchange the currencies. We calculate Our exchange rate using rates from one or more currency exchange partners. Our rate is updated regularly, but may not be identical to real-time market rates. We may charge a foreign exchange fee in addition to the Monthly Services Fee to account for the currency exchange cost.
- h. Invoice Disputes. If You dispute any invoice, or any portion thereof, You must notify Us in writing within 5 days of receipt of the applicable invoice, specifying the charges disputed. Any undisputed charges are deemed approved, and We will direct debit all undisputed amounts where applicable. The Parties agree to negotiate in good faith and cooperate to quickly resolve any disputed portion of an invoice, and any agreement between the Parties in this regard will be final and binding.
- i. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any kind, including but not limited to value-added tax (“VAT”), sales, use, or withholding taxes assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes in connection with Your use of the Services and the Platform. This includes Taxes that We are legally required to pay or collect for your benefit as Employer of Record. We are solely responsible for taxes assessable against Us based on Our business.
- Insurance.
- a. General Liability. Each Party shall obtain and maintain general liability insurance with a minimum combined single limit of USD 1,000,000, including bodily injury, property damage and products liability, which policy will include contractual liability coverage insuring the activities contemplated by this Agreement. You shall obtain and maintain an employment practices liability policy or equivalent indorsement with a minimum combined single limit of USD 1,000,000 with additional coverage for the defense of wage and hour claims.
- b. Certificates. The insurance required under this section shall be maintained by You during any Term of this Agreement. Upon written request, You will cause your insurance carriers to issue a certificate of insurance which evidences coverage and provide such certificate to Us. You must notify us of any material change in coverage during the Term.
- c. Claims. If any third party initiates a claim arising out of the work performed by Team Members under this Agreement against You or Us for bodily injury, property damage, or death, or if a Team Member files a claim against Client or Us for any type of loss, injury, or damage, You shall immediately notify Us and cooperate and assist Us in the filing of any applicable claim with Our insurance carriers and, where applicable, file for recovery under Your own insurance policy. You agree to timely report to Us all complaints, allegations, or incidents of any tortious misconduct or workplace safety violations, arising out of the work performed by Team Members under this Agreement.
- Term and Termination.
- a. Term. This Agreement will commence on the first date that You agree to these Terms (the “Effective Date”) and continue unless terminated as outlined below.
- b. Termination for Convenience. This Agreement is terminable by either Party without cause upon 60 days’ written notice.
- c. Termination for Cause. In the event of a material breach, violation, or default of any term or condition of this Agreement (“Breach”) by one Party, the other Party shall have the right to immediately terminate this Agreement by giving written notice of termination to the Party in Breach. At the option of the non-Breaching Party the termination date shall be the date of the Breach, the date it sends notice, the date notice is received by the Breaching Party, or any later date selected by the non-Breaching Party. In addition to any other Breach defined elsewhere in this Agreement, the following shall be deemed Breaches giving rise to the non-Breaching Party’s right of termination (i) a Party’s failure to pay any monies when due as required by this Agreement; (ii) a Party’s failure to secure and maintain any insurance required by this Agreement; (iii) the filing of a petition for reorganization, bankruptcy, receivership, or insolvency by or against a Party or if a Party makes any assignment for the benefit of creditors; or (iv) Your failure to pay Termination Costs.
- d. Effect of Termination. Upon the termination of this Agreement or an applicable SOW for any reason: (i) Our obligation to provide applicable Services to You shall cease on the termination date; and (ii) You shall be obligated to pay to Us the full amount of Our invoices covering periods through the termination date for Services and any other amounts You have agreed under this Agreement to pay to Us. Unpaid amounts shall continue as Your obligations beyond the termination of this Agreement.
- Duty to Cooperate. If a Team Member, government agency, or other third-party files any complaint, claim, charge, agency audit, or lawsuit (collectively, a “Claim”) against Us, You, or both, alleging violation of applicable laws, rules or regulations, each Party shall cooperate with the other’s defense of such Claim. Both Parties will make available to each other upon request any documents or evidence that either Party has in its possession which relates to any such Claim.
- Indemnification and Limitation of Liability.
- a. Mutual Indemnification. Each Party will indemnify, defend, and hold harmless the other Party, its affiliates and their respective officers, directors, employees, agents, successors and assigns, from and against any and all costs, liabilities, losses, and expenses (including, but not limited to reasonable attorneys’ fees) (collectively, “Losses”) resulting from any third party claim, suit, action, or proceeding (each, an “Action”) brought against a Party arising out of: (a) any violation of applicable laws, rules, or regulations; (b) Breach of this Agreement; or, (c) gross negligence or willful misconduct by the other Party.
- b. Effect of Insurance. Each Party hereby waives any claim in its favor against the other Party by way of indemnification or otherwise which may arise during any Term of this Agreement for all loss of or damage to any of its property or for bodily injury, which loss, damage, or bodily injury is recovered under such Party’s policy of insurance.
- c. Disclaimer of Damages. In no event shall either Party be liable under this Agreement to the other Party or any third party for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, including, without limitation, lost profits or revenues, diminution in value, replacement goods or services, loss of technology, rights or services, loss of data, or interruption to business, arising out of, or relating to, and/or in connection with any breach of this Agreement, regardless of (i) whether such damages were foreseeable, (ii) whether or not it was advised of the possibility of such damages, and (iii) the legal or equitable theory (contract, negligence, tort or otherwise) upon which the claim is based.
- Notices. Any notice or communication provided by Us, including those regarding modifications to these Terms, will be given: (i) via email; and/or (ii) by posting to the Platform. Notice provided by email will be deemed received on the date such email is sent. Notice provided by posting to the Platform will be deemed received on the date that notice is posted. Notice to Us can be provided by registered mail to 1475 S. Price Road, Chandler, AZ 85286.
- Waiver. Failure by either Party at any time to require performance by the other Party or to claim a Breach of any provision of this Agreement will not be construed as a waiver of any subsequent Breach or right to require performance.
- Assignment. You shall not assign Your duties under this Agreement in whole or in part without Our prior written consent. Any attempted assignment or delegation will be null and void unless We consent to the assignment in writing. This Agreement will bind and inure to the benefit of each Party’s successors and permitted assigns.
- No Partnership or Agency. Nothing in this Agreement shall be deemed to create a partnership or joint venture between You and Us, and no fiduciary duty shall arise from this Agreement. In no event may either Party act as the agent of the other Party unless specifically authorized in writing to do so.
- Marketing. Unless You express otherwise in writing, We may refer to You by trade name and trademark, and may briefly describe Your business in Our marketing materials and website.
- Government Regulations. Neither Party will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction You or We operate or do business.
- No Third-Party Rights. Except as expressly set forth herein, this Agreement is intended solely for the mutual benefit of You and Us, and conveys no right to any third party.
- Severability. Should any term, condition, or provision of this Agreement be held to be unenforceable, the balance of this Agreement shall remain in force as if the unenforceable part did not exist.
- Counterparts. This Agreement may be signed in one or more counterparts, each of which when executed shall be deemed an original and together shall constitute one and the same instrument.
- Integration. This Agreement, and any signed SOW, or amendment incorporated in it constitutes the entire agreement between the Parties with regard to this subject matter and supersedes any and all agreements, whether oral or written, between the Parties with respect to this subject matter.
- Amendments and Modifications. Except as provided in this Agreement, any amendments or modifications to this Agreement must be in writing.
- Choice of Law; Dispute Resolution; Severability; Waiver. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Arizona Any dispute relating to the terms, interpretation or performance of this Agreement (other than claims for preliminary injunctive relief or other pre-judgment remedies) will be resolved at the request of either Party through binding arbitration. Arbitration will be conducted in Maricopa County, Arizona, under the rules and procedures of the American Arbitration Association (“AAA”). The Parties will request that AAA appoint a single arbitrator. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving Party.
- Attorney Fees. If either Party refers a matter to a collection agency or brings other action as a result of a Breach of this Agreement, the prevailing Party in such collection proceeding or action shall be entitled to reimbursement for its reasonable attorney’s fees and other costs incurred in such collection or action in addition to any other relief to which the Party may be entitled under applicable law.
- Force Majeure. Either Party will be excused for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the internet, provided that the delayed Party (i) gives the other Party prompt notice of such cause if practicable, and (ii) for as long as such force majeure event continues and such Party continues to use commercially reasonable efforts to recommence performance to the extent possible.
- Remedies Not Exclusive. The rights and remedies provided herein shall not be exclusive and the Parties shall have rights and remedies now or hereafter provided by law in addition to those provided for in this Agreement. Institution of an action to effect collection of payment of an amount in default or the entry of a judgment in such action shall not be deemed to be an election by Us nor shall it bar Us from pursuing other remedies available to it at law or in equity.
- Savings. If during any Term of this Agreement, any applicable law shall further alter the obligations of the Parties, this Agreement shall be amended or otherwise construed so as to comply with applicable law, giving maximum effect to these Terms.
- Disclaimer of Warranties. Except as expressly set forth in this Agreement, We expressly disclaim any warranty, either expressed or implied, including without limitation, any implied warranties of merchantability or fitness for a particular purpose, non-infringement, and non-interruption of use. We further disclaim any warranty that the results obtained through the use of the Services will meet any particular Client’s needs.
- Visas and Permits. In furtherance of providing the Services, We may need to file applications and other documents with applicable governments for visas or work permits. We cannot and do not guarantee that any visas or work permits will be granted, and Your payment of the related fees as described in the applicable Exhibit shall be paid whether or not the visas or work permits are approved.
- Survivability. Any provision of the Terms that is expressly or impliedly intended to come into or continue in force on or after termination of the Terms or any applicable SOW including, but not limited to, (i) Confidential Information; (ii) Data Privacy and Processing; (iii) Compliance; (iv) Accurate Records; (v) Effect of Termination; (vi) Warranty and Disclaimers; (vii) Mutual Indemnification; (viii) Limited Liability; (ix) Dispute Resolution; and (x) Sections 18 through 37 shall remain in full force and effect.
- Acceptance of Terms. These Terms, the Privacy Policy and Data Protection Addendum and any amendments thereto, by whatever means accepted, will be treated in all manner and respects as the original contract and will be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither Party will argue that a contract was not formed hereunder based on either (i) the use of electronic means to indicate acceptance of these Terms; or (ii) the fact that any signature or acceptance of these Terms was transmitted or communicated through electronic means; and each Party forever waives any related defense.
[CLIENT Full Legal NAME] [SERVICE PROVIDER NAME]
Name: Name:
Title: Title:
Date: Date:
