Billing Terms

The terms that apply when you receive and pay an invoice issued by Remote Talent and no Client Services Agreement is in place.

1. When these terms apply

1.1 These terms apply to any invoice Remote Talent issues to you where no signed Client Services Agreement is in place between us.

1.2 If a Client Services Agreement applies to you, it prevails. These terms then apply only to the extent they do not conflict with it.

1.3 The version of these terms stated on the invoice is the version that applies to that invoice. A later version does not change an invoice already issued.

1.4 These terms apply to the invoiced supply only. They do not create a framework agreement, a minimum commitment, or any obligation to place further work.

2. Who is supplying the services

2.1 Remote Talent is the supplier. Remote Talent supplies the services described on the invoice in its own name, and performs them through independent contractors engaged as its subcontractors.

2.2 An invoice may identify the individual who performed the work. That identification is for your reference. That individual is Remote Talent's subcontractor and is not the supplier, and there is no contract between you and that individual in respect of the services.

2.3 Remote Talent is not an employer of record, a staffing agency, a recruiter, or a provider of legal, tax, accounting, or employment-classification advice.

3. What is supplied

3.1 The services are those described on the invoice, including any timesheet, schedule, or description referenced by it.

3.2 Where the invoice describes work already performed and accepted by you, your acceptance of that work is confirmed by payment of the invoice.

4. Payment

4.1 The invoice is payable by the due date shown on it, in the currency shown on it, to the account identified on it.

4.2 Payment to the account identified on the invoice discharges your payment obligation for the invoiced services to the extent of the amount paid. You are not required or entitled to pay any other person for those services.

4.3 You will pay in full without set-off, counterclaim, deduction, or withholding, except any deduction required by law. Bank charges levied by your bank or an intermediary bank are yours.

4.4 Late payment. Overdue amounts bear interest at 1.5% per month or the maximum permitted by law, whichever is lower, accruing daily from the due date until payment. Remote Talent may decline to supply further services while an undisputed invoice is overdue.

5. Disputes

5.1 If you dispute an invoice, you must notify Remote Talent in writing at [email protected] within ten (10) business days of the invoice date, stating the amount disputed and the grounds.

5.2 Any undisputed portion remains payable on the due date.

5.3 An invoice not disputed within that period is treated as accepted, save in the case of manifest error.

6. Taxes

6.1 Amounts invoiced are exclusive of VAT, GST, sales tax, and similar taxes, which will be added where properly chargeable.

6.2 You warrant that you are receiving the services for the purposes of a business, and that any VAT, GST, or tax registration number you have provided is accurate and current.

6.3 Where the supply is subject to a reverse charge or similar mechanism, you will account for the tax in your own jurisdiction and the invoice will be issued without that tax.

6.4 If a warranty in clause 6.2 proves incorrect, you will reimburse Remote Talent for any tax, penalty, interest, and reasonable cost that results.

7. Intellectual property

7.1 On payment in full of the invoice, Remote Talent assigns to you, with full title guarantee, all right, title, and interest in the deliverables described on that invoice and all intellectual property rights in them, worldwide, for the full term of those rights.

7.2 Until payment in full is received, no rights pass to you and you have no licence to use the deliverables.

7.3 Remote Talent has secured from its subcontractors the rights necessary to make the assignment in clause 7.1, including a waiver of moral rights to the extent permitted by applicable law.

7.4 Where material existing before, or developed independently of, the engagement is incorporated into a deliverable, Remote Talent grants you a perpetual, worldwide, non-exclusive, royalty-free licence to use it as incorporated in that deliverable.

8. Warranty

8.1 Remote Talent warrants that the services were performed with the degree of skill, care, and diligence customarily exercised by qualified professionals performing comparable services.

8.2 Remedy. If the services fail to meet clause 8.1 and you notify Remote Talent in writing within thirty (30) days of delivery, Remote Talent will re-perform the deficient services at its own cost. This is your exclusive remedy for defective performance.

8.3 Except as expressly stated, all warranties, conditions, and terms implied by statute or common law are excluded to the maximum extent permitted by law. Remote Talent does not warrant any particular commercial result.

9. Confidentiality

9.1 Each party will keep the other's non-public information confidential, use it only in connection with the invoiced services, and protect it with at least the care it applies to its own confidential information. This obligation lasts three (3) years, and indefinitely for trade secrets.

10. Limitation of liability

10.1 Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profit, revenue, business, goodwill, anticipated savings, opportunity, or data, however arising.

10.2 Remote Talent's total aggregate liability in connection with an invoice will not exceed the amount of that invoice.

10.3 The limits in this Section do not apply to: your obligation to pay the invoice; amounts due under Section 11; a party's fraud, gross negligence, or wilful misconduct; or any liability that cannot lawfully be limited.

11. Non-solicitation

11.1 For twelve (12) months after the invoice date, you will not directly or indirectly engage, employ, or contract with the individual identified on the invoice, for the same or substantially similar services, otherwise than through Remote Talent.

11.2 If you breach clause 11.1, you will pay Remote Talent a sum equal to twelve (12) times the average monthly amount invoiced to you for that individual's services over the last three (3) months of active billing. The parties agree this is a genuine pre-estimate of the loss Remote Talent would suffer, reflecting the cost of sourcing, verifying, contracting, and administering the engagement and the loss of amounts it would otherwise have earned.

11.3 Clause 11.1 does not apply where you engage an individual who responds to a general public advertisement not targeted at Remote Talent's subcontractors, or where Remote Talent has given prior written consent.

12. Acceptance of these terms

12.1 Paying an invoice that references these terms, or accepting the services it describes, constitutes your acceptance of these terms for that invoice.

12.2 Your purchase order terms, vendor portal terms, or standard purchasing conditions do not apply and are expressly excluded, whether or not referenced on a purchase order or in correspondence.

13. General

13.1 Governing law. These terms are governed by the laws of the State of Florida, USA, without regard to its conflict of laws rules.

13.2 Disputes. The parties will first attempt to resolve any dispute by good faith negotiation. If unresolved within thirty (30) days, the dispute will be finally settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce, seated in Orlando, Florida, conducted in English by a single arbitrator. Either party may seek injunctive relief from a court of competent jurisdiction to protect its confidential information or intellectual property.

13.3 Notices. Notices to Remote Talent should be sent to [email protected]. Notices to you are effective when sent to the email address to which the invoice was sent.

13.4 Severance. If a provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed if that is not possible, and the remainder continues in effect.

13.5 No partnership. Nothing in these terms creates a partnership, joint venture, or agency between the parties.