Client Services Agreement

The agreement between Remote Talent and a client, under which Remote Talent supplies services in its own name and performs them through its subcontractors.

1. Definitions

1.1 "Client", "you" means the entity named in a Statement of Work.

1.2 "Statement of Work" or "SOW" means a document issued through the Platform describing the Services, the Fees, the term, and the invoicing arrangements for an engagement. Each accepted SOW forms a separate contract incorporating this Agreement.

1.3 "Services" means the services described in a SOW.

1.4 "Deliverables" means all work product created in performing the Services.

1.5 "Personnel" means the independent contractors Remote Talent engages as its subcontractors to perform the Services.

1.6 "Fees" means the amounts payable by you for the Services as stated in the SOW.

1.7 "Platform" means the Remote Talent websites and applications.

2. Structure of the relationship

2.1 We contract as principal. Remote Talent supplies the Services to you in its own name, and performs them through Personnel engaged as its subcontractors. Remote Talent is responsible to you for the performance of the Services, on the terms and subject to the limits of this Agreement.

2.2 No contract between you and Personnel. There is no contract between you and any Personnel in respect of the Services. You must not purport to engage, employ, instruct, or contract with any Personnel directly in respect of the Services otherwise than through Remote Talent.

2.3 We select Personnel. Remote Talent selects the Personnel who perform each SOW, and may replace an individual with another of equivalent skill and experience on reasonable notice, without that constituting a breach or a change to the Fees.

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

3. Statements of Work

3.1 Each engagement is documented in a SOW issued through the Platform and accepted by both parties.

3.2 A SOW states at minimum the Services, the Fees and currency, the term, the invoicing frequency, and the payment period.

3.3 Precedence. Where a SOW expressly states that a provision overrides this Agreement, the SOW prevails for that engagement. Otherwise this Agreement prevails. 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.

3.4 Changes to scope take effect only when agreed in writing through the Platform.

4. Classification — your obligations

4.1 The Services are supplied on the basis that Personnel are independent contractors and are not your employees or workers. This clause is fundamental to the Fees and to Remote Talent's willingness to enter into any SOW.

4.2 You will not. In relation to any Personnel, you will not: treat them as your employee or worker; set or approve their working hours or leave; require them to work exclusively for you; integrate them into your organisational or reporting structure as though they were an employee; provide them with employee benefits; apply your disciplinary, grievance, or performance-management procedures to them; issue them an employee handbook or contract of employment; or require them to attend your premises except to the extent the SOW requires it.

4.3 Direct outcomes, not methods. You may specify what is to be delivered, to what standard, and by when. You will not direct or supervise the manner in which Personnel perform the Services.

4.4 Notification. You will notify Remote Talent promptly in writing if you become aware of any claim, audit, enquiry, or circumstance that could give rise to an assertion that any Personnel are your employee or worker, or that the engagement has been mischaracterised.

4.5 Warranty. You warrant that the information you provide to Remote Talent about the role, the working arrangements, and your degree of control is accurate and complete, and you will tell us promptly if it changes.

4.6 Indemnity. You will indemnify Remote Talent against all losses, liabilities, taxes, contributions, penalties, interest, and reasonable costs arising from your breach of this Section 4, or from any determination that Personnel are or were your employee or worker as a result of your conduct or of information you supplied.

5. Fees and payment

5.1 You will pay the Fees stated in the SOW.

5.2 Remote Talent issues invoices in its own name. An invoice may identify the individual who performed the Services; that individual is Remote Talent's subcontractor and is not the supplier.

5.3 Invoices are payable within the period stated on the invoice, in the currency of the invoice, to the account identified on it. Payment to that account discharges your obligation to that extent.

5.4 Disputes. If you dispute an invoice you must notify Remote Talent in writing within ten (10) business days of the invoice date, stating the amount disputed and the grounds. Any undisputed portion remains payable on the due date. An invoice not disputed within that period is treated as accepted.

5.5 No set-off. You will pay all amounts in full without set-off, counterclaim, deduction, or withholding, except any deduction required by law.

5.6 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.

5.7 Taxes. Fees are exclusive of VAT, GST, sales tax, and similar taxes, which will be added where properly chargeable. You warrant that you are receiving the Services for the purposes of a business and that any VAT or tax registration number you provide is accurate and current. Where the supply is subject to a reverse charge, you will account for the tax in your own jurisdiction. If a warranty in this clause proves incorrect, you will reimburse Remote Talent any tax, penalty, and interest that results.

5.8 Suspension. If an undisputed invoice remains unpaid for fifteen (15) days after the due date, Remote Talent may suspend the Services on written notice, without liability, until payment is made.

6. Intellectual property

6.1 Assignment on payment. Upon payment in full for the Deliverables under a SOW, Remote Talent assigns to you, with full title guarantee, all right, title, and interest in those Deliverables and all intellectual property rights in them, worldwide, for the full term of those rights.

6.2 Until payment. Until payment in full is received, all rights in the Deliverables remain with Remote Talent and you have no licence to use them.

6.3 Procurement of rights. Remote Talent has secured from its Personnel the rights necessary to make the assignment in clause 6.1, including a waiver of moral rights to the extent permitted by applicable law.

6.4 Pre-existing IP. Where material existing before, or developed independently of, a SOW 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.

6.5 Third-party and open-source material. Remote Talent will disclose in writing, before delivery, any third-party or open-source material incorporated into a Deliverable together with its licence terms, and will not incorporate material under a licence requiring you to disclose or license your own proprietary code.

7. Confidentiality

7.1 Each party will hold the other's non-public information in confidence, use it only for the purposes of this Agreement, disclose it only to those with a need to know who are bound by equivalent obligations, and protect it with at least the care it applies to its own confidential information.

7.2 These obligations do not apply to information that is or becomes public without fault, was already lawfully held without restriction, is independently developed, or is required to be disclosed by law or a competent authority, provided prompt notice is given where lawful.

7.3 Confidentiality obligations survive termination for three (3) years, and indefinitely for material that constitutes a trade secret.

7.4 Remote Talent may disclose your confidential information to Personnel performing the Services, who are bound by written confidentiality obligations no less protective than this Section.

8. Data protection

8.1 Where Remote Talent processes personal data on your behalf in performing the Services, you are the controller and Remote Talent is the processor, and the Data Processing Addendum at remotetalent.io/legal/dpa applies and forms part of this Agreement.

8.2 You authorise Remote Talent to engage Personnel as sub-processors for that processing. Remote Talent remains liable to you for their acts and omissions in that capacity.

8.3 Each party will comply with the data protection laws applicable to it.

9. Warranties

9.1 Remote Talent warrants that the Services will be performed with the degree of skill, care, and diligence customarily exercised by qualified professionals performing comparable services, and that it has the right to enter into this Agreement.

9.2 Remedy. If the Services fail to meet clause 9.1 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.

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

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 arising out of or in connection with a SOW, however arising and whether in contract, tort, or otherwise, will not exceed the Fees paid by you under that SOW in the twelve (12) months preceding the event giving rise to the claim.

10.3 The limits in clauses 10.1 and 10.2 do not apply to: your obligation to pay the Fees; amounts due under Section 12; either party's breach of Section 7; a party's fraud, gross negligence, or wilful misconduct; or any liability that cannot lawfully be limited.

10.4 Each party will take reasonable steps to mitigate its loss.

11. Indemnities

11.1 Remote Talent will indemnify you against claims that a Deliverable, as delivered and used in accordance with this Agreement, infringes a third party's intellectual property rights. This indemnity does not apply to claims arising from your modification of a Deliverable, its combination with anything not supplied by Remote Talent, or your use of it outside the scope of the SOW.

11.2 You will indemnify Remote Talent as set out in clause 4.6, and against claims arising from materials or instructions you supply.

11.3 The indemnified party must notify the indemnifying party promptly, allow it to control the defence, and provide reasonable assistance at the indemnifying party's cost. No settlement admitting liability may be made without the indemnified party's consent, not to be unreasonably withheld.

12. Non-solicitation

12.1 During the term of each SOW and for twelve (12) months after it ends, you will not directly or indirectly engage, employ, or contract with any Personnel introduced to you by Remote Talent, for the same or substantially similar services, otherwise than through Remote Talent.

12.2 If you breach clause 12.1, you will pay Remote Talent a sum equal to twelve (12) times the average monthly Fees invoiced under the relevant SOW 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 that engagement, and the loss of the Fees it would otherwise have earned.

12.3 Clause 12.1 does not apply where you engage an individual who responds to a general public advertisement not targeted at Remote Talent's Personnel, or where Remote Talent has given prior written consent.

13. Term and termination

13.1 This Agreement begins when you accept it and continues until terminated. It continues to govern every SOW in effect at termination until that SOW ends.

13.2 Either party may terminate a SOW for convenience on thirty (30) days' written notice, unless the SOW states otherwise. You remain liable for Services performed up to the effective date.

13.3 Either party may terminate this Agreement or any SOW immediately on written notice if the other commits a material breach that is not cured within fifteen (15) days of notice, or becomes insolvent or subject to an insolvency process.

13.4 On termination you will pay for all Services performed to the effective date. Sections 5, 6, 7, 8, 10, 11, 12, and 14 survive.

14. General

14.1 Governing law. This Agreement is governed by the laws of the State of Florida, USA, without regard to its conflict of laws rules.

14.2 Disputes. The parties will first attempt to resolve any dispute by good faith negotiation between senior representatives. 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.

14.3 Entire agreement. This Agreement, together with each SOW and the documents it incorporates, is the entire agreement between the parties on its subject matter and supersedes prior discussions. Neither party relies on any statement not set out in it. Nothing limits liability for fraudulent misrepresentation.

14.4 Amendments. Remote Talent may amend this Agreement on thirty (30) days' written notice. An amendment does not apply to a SOW already accepted. If an amendment materially disadvantages you, you may terminate the affected SOW on written notice within that period.

14.5 Assignment. Neither party may assign this Agreement without the other's prior written consent, not to be unreasonably withheld, except that either may assign to an affiliate or to a successor of its business on notice.

14.6 Notices. Notices must be in writing and are effective when sent through the Platform or by email to the address the recipient last notified for that purpose.

14.7 Force majeure. Neither party is liable for failure or delay caused by circumstances beyond its reasonable control.

14.8 No partnership. Nothing in this Agreement creates a partnership, joint venture, or agency between the parties.

14.9 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.

14.10 Waiver. A failure or delay in exercising a right is not a waiver of it.