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Terms and Conditions

We the undersigned service provider and its affiliated and related entities (“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 our Clients (“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 law, by any 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 You and Contractor.

“Contractor of Record Agreement” is an executed agreement between Us and Contractor on Your behalf. At times, it may also be referred to as an “AOR Agreement” or “Contractor Plus.”

“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, global workforce management or any other service 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 or our Partners under Our employer of record services offering to You in the applicable country.

“Transition Costs” are all costs payable by You to Us when a Team Member is terminated or otherwise ceases to provide services to You for any reason. In addition to all Service 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.

1. Binding Agreement

The Agreement forms the complete and binding agreement between You and Us governing 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.

2. Client Information

“Client Information” means (i) payroll, benefits, human resources, and similar information provided by You 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. With respect to Client Information:

  1. Client shall be solely responsible for updating and for the accuracy of all Client Information; and
  2. 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.

3. 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.

4. 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, 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:

  1. in the public domain through no fault of the receiving party;
  2. previously known on a non-confidential basis by the receiving party;
  3. developed independently by the receiving party without reference to Confidential Information;
  4. received from a person other than the disclosing party or its agent; or
  5. 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. Each Party agrees to keep the other Party’s Confidential Information confidential and to use it solely as necessary to perform its obligations or exercise its rights under this Agreement. Each Party shall protect the Confidential Information of the other Party using at least the same degree of care it uses to protect its own Confidential Information or in no case less than a reasonable standard of care. Neither Party shall disclose Confidential Information to any third party except as strictly necessary to perform the Services hereunder.

5. 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.

6. 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.

7. Services, Representations and Warranties

The service-specific sections of this Agreement shall apply to the extent that the Services are selected by You. For example, if we are only providing EOR services, the terms addressing Contractor services will not be applicable to you. The selected Services shall be outlined in the SOW.

ANY TERMS CORRESPONDING TO A SERVICE NOT ELECTED BY YOU ARE NOT APPLICABLE TO YOU.

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 will be responsible for administrative employment functions, including all Management Issues for the Team Members, even if they are rendering services to You. 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. You are responsible for funding such payments.

We retain sole authority over all employment-related actions affecting the Team Members, including termination of employment, and will take such actions in accordance with applicable law. Any request by Client to terminate, reduce hours, or otherwise materially change the engagement of a Team Member shall be subject to Our compliance with applicable employment laws. You shall provide notice of Your intent to terminate a Team Member. Upon receipt of a termination request or change request, We will implement the change or termination as soon as practicable in compliance with applicable law. You understand that We shall comply with all applicable laws with regards to the termination processes and therefore We shall control the timing and execution of all terminations to ensure legal compliance. Under no circumstances may You terminate or attempt to terminate a Team Member directly.

Upon termination or dismissal of any Team Member, You shall be responsible for all costs associated with such termination, including without limitation wages, accrued benefits, notice pay, severance, statutory penalties, and any related legal or administrative costs.

We do not recruit, select, or evaluate the suitability of Team Members. You are solely responsible for identifying, interviewing, and selecting Team Members and for determining their qualifications, competence, and fitness for the role. Any background checks or onboarding support provided by Us are administrative in nature and do not constitute any representation or warranty regarding the Team Member. We are not responsible for the Team Member’s acts, errors, or omissions.

We reserve the right, at any time and in Our sole discretion, to decline to employ any individual or to remove or terminate any Team Member or engagement if We determine that such action is necessary or advisable to address compliance, legal, operational, or risk considerations.

b. Contractor Services

If elected in the SOW, we will provide Contractor or Contractor of Record Services. Special Terms and Conditions for these services are linked HERE.

  1. 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 performance, errors or omissions. The Contractor Service is provided through the Platform and 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. We will disburse payments to the Contractors after receipt from You. 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.
  2. Contractor of Record 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 acts, errors or omissions. The Contractor Service is provided through the Platform and 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 handle the payments as agreed upon 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. You agree to indemnify us for any consequences arising out of your lack or late payment and we reserve the right to terminate a Contractor agreement immediately upon your failure to pay.

c. Recruiting Service

If requested by You, we will provide recruiting services (“Recruiting Services”). Recruiting Special Terms and Conditions associated to this service are linked HERE.

d. Global Payroll

If elected in the SOW, 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”).

  1. Scope. The Global Payroll Service may include, as applicable:
    1. gross-to-net calculations;
    2. pay slip 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.
  2. 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 before the cut off dates that we will communicate to You (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.

    We do not assume responsibility for Your compliance with applicable law. Our services are administrative in nature and performed based solely on the data provided by You. We are not responsible for independently verifying the accuracy, legality or completeness of any data, classifications, or instructions provided by You.

  3. 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. You shall be solely responsible for any penalties, interest, employee claims, or other liabilities arising from late or insufficient funding.
  4. 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.
  5. 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.
  6. Survival. Funding, reliance, and correction obligations survive termination for any payroll period processed while this Service was active.

e. HR Services

If elected in an applicable Quote for EOR and/or Payroll Services, We may provide human resources services (the “HR Services”) for Client Employees and, where applicable, Team Members.

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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).

f. 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”). Fees will be determined and communicated in such SOW or other written communication. Additional Services include:

  1. 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. You are responsible for any usage fees, deposits, overages, penalties, and termination charges.
  2. 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”).
  3. Immigration. If requested by You, 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. 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.
  4. 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.
  5. 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. If permitted by applicable law, any such awards shall be 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 fees will be determined on a case by case basis and communicated to You prior to commencing the Services.
  6. 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.

g. Third-Party Providers

From time to time, We may subcontract in whole or part the performance of the Services covered by this Agreement to in-country payroll providers, accountants, or payment Partners (“Partners”) at our discretion. You authorize Us to appoint Partners and share necessary information with them. We remain at all times fully liable to You for all Services performed under and pertaining to this Agreement.

8. The Platform

  1. Our materials. We retain all right, title, and interest in and to the Platform, the Services, and any materials, technology, software, documentation, or know-how provided or made available by Us (collectively, “Provider Materials”). Except for the limited right to access and use the Platform as expressly set forth in this Agreement, no rights are granted to You in or to the Provider Materials. All rights not expressly granted are reserved.
  2. Software Licenses. The Services are offered through a cloud-based software Platform, to which We grant You a limited, non-transferable, royalty-free license to use in accordance with the Terms. In order to access Our Services, internet access and a valid business email address are required.
  3. 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 data, subject to applicable law, Our Privacy Policy, and Data Processing Addendum.
  4. 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.
  5. Restrictions. You will not (and You will not permit any third party to):
    1. 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;
    2. Bypass, disable, or interfere with any security or access-control features;
    3. 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;
    4. Modify, create derivative works of, benchmark, or publicly disclose performance or security test results of the Platform without Our prior written consent;
    5. 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;
    6. Use the Platform to develop or train competing products or models, or to train any AI/ML system except as expressly permitted in writing;
    7. Remove, replace, alter, or obscure proprietary notices or logos;
    8. Upload or transmit malware or content that infringes, violates law, or introduces undue burden on Our infrastructure;
    9. Access or use the Platform to build a similar or competitive service including using the Platform or its inputs to develop, train, or improve any competing products or services (“competitive use” restriction); or
    10. Use any data export or caching in a manner that stores credentials or personal data insecurely or violates the Agreement or law.
  6. 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.
  7. 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 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.

9. Client Obligations

  1. Team Members. You and Your team may interact daily with the Team Member as allowed by applicable law. 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, based on the applicable job description or classification, 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 shall promptly notify Us of any performance issues, misconduct, complaints, claims, investigations, or incidents involving any Team Member. You agree to cooperate in good faith with Us in addressing such matters and to provide all information and documentation reasonably requested.

    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 do not assume any liability for acts, failures, or omissions of Team Members. Further, for clarity, Your Instructions in no way affect Our status as employer of the Team Members or Our authority with respect to Management Issues.

    You shall provide all information, instructions, approvals, and data necessary for Us to perform the Services in a timely and accurate manner. All payroll-related information, including time worked, compensation changes, bonuses, and other inputs, must be submitted in accordance with the cutoff dates communicated by Us. We shall be entitled to rely on all information provided by You without independent verification. We shall not be responsible for any errors, delays, or additional costs resulting from late, incomplete, or inaccurate submissions. We shall have no obligation to process payroll, make payments to Team Members, or perform any employment-related obligations unless and until corresponding funds have been received from You. You acknowledge that timely funding is a condition to the provision of Services.

    You agree that each Team Member will perform services strictly in accordance with the job description, duties, and classification agreed at the time of hire. You must notify Us in advance of any proposed changes to duties, responsibilities, compensation structure, work location, or classification, and no such changes shall take effect without Our review and approval to ensure compliance with applicable law.

    Team Members are expected to perform services remotely unless otherwise disclosed to and approved by Us in advance. If any Team Member will perform services at a physical worksite, You must notify Us in advance and provide all relevant details regarding such worksite. We reserve the right, but have no obligation, to inspect any worksite and to require additional insurance coverage, safety measures, or other conditions as a requirement for continuing Services. You are solely responsible for compliance with any applicable health and safety laws.

    If Team Members handle cash, valuables, financial instruments, confidential assets, or operate vehicles or equipment as part of their duties, You must notify Us in advance, and We reserve the right to require additional insurance coverage or impose conditions on such activities.

    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 or for any employment issues that arise prior to Us becoming the legal employer.

    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.

  2. 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.

  3. 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.
  4. 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.
  5. Business Obligations. Any duties not expressly allocated to Us under the Terms remain Your obligation.
  6. 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.

10. Fees and Billing

The fees to be paid by You 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 You. The Parties agree that Fees may change as total compensation changes, whether the changes are a result of Your request, statutory changes or collective bargaining agreements.

  1. Team Member Service Costs. Your Total Cost for monthly Team Member Fees includes three items: (1) the Monthly Services Fee; (2) 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; and (3) if applicable, any FX or out of scope fees. You will also be responsible for the applicable Setup and Onboarding Fee for each Team Member. These changeable amounts may be separately detailed in each Statement of Work. In addition to the Deposit outlined below, You are responsible to fund an estimate of one month’s payroll cost in advance of the Team Member’s start date.
  2. 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.
  3. 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.
  4. 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. If there’s a difference between the pricing in these Terms and in any applicable SOW or addendum, the latter will prevail.
  5. Contractor of Record Service Costs. The Total Costs of Contractor of Record 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. If there’s a difference between the pricing in these Terms and in any applicable SOW or addendum, the latter will prevail.
  6. Fees for Additional Services. Our fees for any add-on Service vary 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.
  7. Out of scope fees. Out of scope and off-cycle fees are outlined HERE. You understand that 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.
  8. Transitions. When you request us to employ workers that are transitioning from another employer of record or similar agreement, We may be required to perform additional legal, compliance, operational, or administrative work. Therefore, You understand that We may impose additional onboarding requirements and fees in connection with such transitions. Any such fees or requirements shall be communicated to You in advance.

11. Client Deposit for Team Members

  1. Security deposit. As a condition of the performance of Services, prior to hiring each Team Member, 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 “Security Deposit”). We reserve the right to increase the Security Deposit amount for Team Members located in jurisdictions with extended notice periods, high statutory severance requirements, or other specific local or Client-specific liabilities. The deposit amount shall be reflected in the applicable SOW. 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.
  2. Severance Accrual Deposit. In addition to the Security Deposit, we may collect a monthly Severance Accrual Deposit to fund potential future termination costs. Unless we determine otherwise, the standard accrual rate shall be 8.33% of the Team Member’s Total Employment Cost which includes gross salary, statutory benefits, employer taxes, any other mandatory employment-related obligations as determined by local law. These funds shall be held to offset the costs of severance or other termination costs at the time of a Team Member’s termination of employment. In the event of a Team Member’s resignation where statutory severance is not legally required, the total balance of the accrued funds for that Team Member will be refunded to You within 30 days after the final settlement of all employment-related liabilities.

12. Payment

  1. Payment of Monthly Fees. You shall be responsible for funding all applicable Team Member and Contractor payments and paying all Fees and costs consistent with these Terms via automatic clearing house transfer (“ACH”), unless We expressly agree otherwise. You will provide the applicable ACH information via the Platform and hereby authorize Us to pull the applicable funds 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 You shall reimburse Us for any related penalties and fees. All Fees will be pulled via direct ACH from the account provided to Us by You at least five (5) business days before applicable Team Member and/or Contractor payment is due and in accordance with your ACH information provided on the Platform or other authorized Bank Transfer Authorization Form.
  2. Invoice Payments. You agree to pay all invoices timely, including invoices that charge for incidental or one-time costs (e.g., initial deposit, expenses, etc.). Unless otherwise set forth in this Agreement or in the applicable invoice, all invoices are due 15 days from the date of their issuance. This does not apply to invoices for Services that require pre-funding or services with different payment terms. Where direct debit is supported, you authorize Us to auto withdraw all invoice amounts from Your 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.
  3. 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%.
  4. 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 shall accrue interest from the day following the due date until the date of payment at a rate equal to five percent (5%) per month, or the maximum rate permitted by applicable law if lower than 5%.
  5. Background Checks. We conduct background checks on all Team Members and Contractor of Record 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 of Record 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 You. Upon Your request and if permitted by applicable law, We will share applicable background and medical check information with You.
  6. 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.
  7. 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 up to 3% in addition to the Monthly Services Fee to account for the currency exchange cost.
  8. 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.
  9. 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.

13. Insurance

  1. 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.
  2. 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.
  3. 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 You or Us for any type of loss, injury, or damage, You shall immediately notify Us 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.

14. Term and Termination

  1. 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.
  2. Termination for Convenience. This Agreement is terminable by either Party without cause upon 60 days’ written notice.
  3. 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:
    1. a Party’s failure to pay any monies when due as required by this Agreement;
    2. a Party’s failure to comply with its obligations under this Agreement;
    3. a Party’s failure to secure and maintain any insurance required by this Agreement;
    4. 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
    5. Your failure to pay Termination Costs.
  4. 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. You shall be responsible for paying all Termination Costs for the Team Members. Upon termination notice, We will initiate the termination process immediately and this Agreement shall continue until the Team Members are no longer employed by Us, only with respect to those Team Members.

15. 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.

16. Indemnification and Limitation of Liability

  1. 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) Material breach of this Agreement; or, (c) gross negligence or willful misconduct by the other Party.
  2. 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.
  3. 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.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. Government Regulations

Neither Party will 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.

23. 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.

24. 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.

25. 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.

26. 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.

27. Amendments and Modifications

Except as provided in this Agreement, any amendments or modifications to this Agreement must be in writing.

28. 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.

29. 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.

30. 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.

31. 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.

32. 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.

33. 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.

34. 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 shall remain in full force and effect.

35. 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.