Terms & Conditions

Acceptance of Terms

• By accessing or using our websites, platforms, staffing services, or software services (collectively, “Services”), the customer or site visitor (“Client,” “User,” or “you”) agrees to these Terms & Conditions and any referenced policies.

• If you do not agree, discontinue use of the Services. Company may update these Terms at any time; continued use constitutes acceptance of the revised Terms.

 

Scope of Services

• Staffing services may include permanent recruitment, contract staffing, contract-to-hire, and turnkey programs, as agreed in a written order, SOW, or master services agreement.

• Software services may include advisory, implementation, integration, managed services, custom development, support, and maintenance, as defined in applicable SOWs.

 

Engagement Documents

• Specific deliverables, roles, rates, milestones, SLAs, payment terms, and acceptance criteria will be set out in mutually executed SOWs, order forms, or change orders, which incorporate these Terms by reference.

• In the event of conflict, the order of precedence is: (1) change order, (2) SOW/order form, (3) master agreement (if any), (4) these Terms.

 

Client Responsibilities

• Provide timely access to information, systems, stakeholders, and facilities necessary for delivery; designate a single point of contact with decision authority.

• Ensure a safe workplace, appropriate supervision, and compliance with applicable laws when services are provided on Client premises or systems.

 

Fees, Invoicing, and Payment

• Fees are invoiced as stated in the SOW or order form (e.g., hourly, milestone-based, fixed fee, retainer, or placement fees). All fees are exclusive of taxes, which are Client’s responsibility.

• Invoices are due within the stated net terms. Late payments may incur the lesser of 1.5% per month or the maximum allowed by law. Client reimburses reasonable out-of-pocket expenses pre-approved by Client.

 

Changes and Additional Services

• Scope changes require a written change order with revised fees, schedule, and deliverables.

• Accelerated timelines, additional roles, or expanded environments may be billed at prevailing rates.

 

Staffing Services Terms

• Contract and contract-to-hire: Company remains employer-of-record (unless otherwise agreed) and manages wages, payroll taxes, and statutory benefits for assigned personnel. Client provides day-to-day direction, a safe environment, and approves timekeeping.

• Direct hire/permanent placement: Placement fees and any guarantees/refunds are as defined in the SOW or fee schedule; conversion fees may apply if Client hires referred or assigned candidates within a defined lookback period.

• Trial and conversion (C2H): Conversion terms, credit schedules, and minimum hours or time thresholds are defined in the SOW; hiring before thresholds may trigger a conversion fee.

 

Background Checks, Compliance, and Eligibility

• Where agreed or required, Company may conduct background, employment verification, right-to-work, or other checks consistent with applicable laws.

• Client-specific compliance (e.g., training, security clearances) must be disclosed in advance and may affect pricing and start dates.

 

Non-Solicitation and Hiring

• During the engagement and for a defined period thereafter (e.g., 12 months), Client agrees not to hire or solicit Company employees or assigned personnel except as expressly permitted under conversion/placement terms in the applicable SOW.

• If a hire occurs in breach, Client agrees to pay the agreed liquidated fee as a reasonable estimate of damages.

 

Intellectual Property

• Pre-existing IP of each party remains that party’s property. Company-owned tools, templates, frameworks, and know-how used during delivery remain Company IP.

• Software deliverables created specifically for Client and fully paid for are assigned or licensed as set out in the SOW (e.g., work-made-for-hire, assignment, or license). Open-source components are subject to their respective licenses.

 

Confidentiality

• Each party will keep the other’s Confidential Information confidential and use it only for the purposes of the engagement, applying at least reasonable safeguards.

• Confidentiality does not apply to information that is public, independently developed without use of the discloser’s information, or rightfully obtained from a third party without restriction.

 

Data Protection and Security

• Company will implement reasonable and appropriate technical and organizational measures to protect Client data. Additional security obligations, data processing addenda, or industry-specific controls (e.g., SOC 2, ISO, HIPAA) apply only if expressly agreed in writing.

• Client is responsible for lawful collection and disclosure of data to Company and for end-user notices and consents.

 

Acceptable Use

• Client and Users will not misuse the Services, attempt unauthorized access, reverse engineer except as permitted by law, introduce malware, or use the Services to violate laws or third-party rights.

• Company may suspend access to protect systems, data, or third parties in the event of suspected misuse or security risk.

 

Warranties and Disclaimers

• Company warrants it will perform services in a professional and workmanlike manner consistent with industry standards and the SOW.

• EXCEPT AS EXPRESSLY STATED, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS,” AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

 

Service Levels and Remedies

• Any SLAs, credits, re-performance obligations, or acceptance criteria will be stated in the SOW; such remedies are Client’s sole and exclusive remedy for breach of those commitments.

• Client must notify Company of any material nonconformance within a reasonable period to enable cure.

 

Limitation of Liability

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY.

• EXCEPT FOR PAYMENT OBLIGATIONS, IP INFRINGEMENT INDEMNITY, AND BREACH OF CONFIDENTIALITY, EACH PARTY’S AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT FOR THE SPECIFIC SOW DURING THE 12 MONTHS PRECEDING THE CLAIM.

 

Indemnification

• Company will defend and indemnify Client against third-party claims alleging that Company’s Services or Company IP infringe valid IP rights, provided Client promptly notifies Company, grants control of the defense, and cooperates.

• Client will defend and indemnify Company against claims arising from Client data, instructions, or misuse, or from Client’s violation of law or third-party rights.

• For IP claims, Company may procure rights, modify the Services, or refund unused prepaid fees for the impacted portion if continued use is enjoined.

 

Term, Suspension, and Termination

• These Terms apply to all active SOWs. Either party may terminate an SOW for material breach not cured within thirty (30) days of written notice.

• Either party may terminate immediately for insolvency events or unlawful conduct. Accrued payment obligations survive termination.

 

Effect of Termination

• Client will pay for Services rendered and approved expenses through the termination date.

• Each party will return or destroy the other’s Confidential Information upon request, subject to routine backups and legal record-keeping. Transition assistance, if required, will be billed at standard rates.

 

Force Majeure

• Neither party is liable for delays or failure to perform due to events beyond reasonable control, including acts of God, labor disputes, cyberattacks, government actions, or utility failures. Performance is excused for the duration of the event.

 

Independent Contractor

• The parties are independent contractors; no partnership, joint venture, franchise, agency, or fiduciary relationship is created. No party has authority to bind the other.

 

Publicity

• Each party may use the other’s name and logo for factual client lists with prior written consent; case studies and press releases require mutual approval.

 

Governing Law and Dispute Resolution

• Governing law and venue are as specified in the SOW or, if not stated, the laws and courts of the Company’s principal place of business, excluding conflict-of-law rules.

• The parties may agree to negotiate in good faith and, if needed, proceed to mediation or arbitration as specified in the SOW.

 

Notices

• Legal notices must be in writing and delivered by recognized courier, certified mail, or email to the addresses specified in the SOW or the parties’ last provided contact details.

 

Assignment

• Neither party may assign without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations.

 

Severability; Waiver; Entire Agreement

• If any provision is held unenforceable, the remainder remains in effect, and a valid provision reflecting the original intent will be substituted where permitted.

• Failure to enforce any provision is not a waiver. These Terms plus applicable SOWs constitute the entire agreement regarding the Services, superseding prior proposals or understandings.