User Agreement

The agreement between you and Remote Talent covering work you take on through the platform, when you are paid, and what each of us is responsible for.

This Master Subcontract Agreement (this "Agreement") is between Remote Talent LLC, a Wyoming limited liability company at 924 N Magnolia Ave, Suite 202 Unit #5333, Orlando, FL 32803, USA ("Remote Talent", "we", "us"), and the individual or entity registering a contractor account ("you", "Contractor").

Remote Talent contracts with its own clients to supply professional services. Remote Talent subcontracts the performance of those services to independent contractors. This Agreement sets out the terms on which you act as Remote Talent's subcontractor.

By ticking the acceptance box during registration, or by accepting a Work Order, you agree to this Agreement. If you are accepting on behalf of an entity, you represent that you have authority to bind it.

1. Definitions

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

1.2 "Client" means a Remote Talent client to whom Remote Talent supplies services.

1.3 "Client Agreement" means the Client Services Agreement and Statement of Work between Remote Talent and a Client.

1.4 "Work Order" means a document issued through the Platform under this Agreement describing services you agree to perform, the Contractor Rate, and the term. Each accepted Work Order forms a separate contract incorporating this Agreement.

1.5 "Services" means the services described in a Work Order.

1.6 "Contractor Rate" means the amount payable by Remote Talent to you under a Work Order, being the amount invoiced to the Client for the Services less the Platform Fee. It is the full consideration for the Services.

1.6A "Platform Fee" means Remote Talent's fee for an invoice, which is a flat amount per invoice in the currency of that invoice, as published in the Fee Schedule at remotetalent.io/legal/fees. The Platform Fee does not vary with the value of the engagement.

1.7 "Client Payment" means payment actually received and cleared by Remote Talent from the Client in respect of the Services performed under a Work Order.

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

2. Relationship of the parties

2.1 Remote Talent is your customer, not your employer. Remote Talent engages you as an independent contractor. Nothing in this Agreement or any Work Order creates an employment, worker, agency, partnership, or joint venture relationship between you and Remote Talent, or between you and any Client.

2.2 You contract with the Client; Remote Talent is not a principal. The contract for the Services is between you and the Client. Remote Talent is not a party to it, and does not itself purchase your Services or resell them to a Client. You appoint Remote Talent as your limited agent to issue invoices in your name and to collect payment on your behalf. Remote Talent operates the Platform through which the engagement is administered.

2.3 You are not Remote Talent's agent. You must not hold yourself out as able to bind Remote Talent, accept instructions varying a Work Order without Remote Talent's written agreement, or make any commitment to a Client on Remote Talent's behalf.

2.4 No advice. Remote Talent gives no legal, tax, accounting, immigration, or employment-classification advice. Any information on the Platform — including visa, mobility, or tax-related content — is general information only, creates no adviser or attorney–client relationship, and must not be relied on. You are responsible for obtaining qualified professional advice in every jurisdiction relevant to you.

3. Independent contractor status

3.1 Control. You determine the manner, method, sequence, and hours of performing the Services, subject only to deadlines and deliverables stated in the Work Order. Remote Talent does not supervise, direct, appraise, or discipline you.

3.2 Substitution. You may engage suitably qualified personnel or subcontractors to perform the Services, on prior written notice to Remote Talent and provided they are bound by obligations no less protective than those in this Agreement. You remain fully responsible for their acts and omissions.

3.3 No exclusivity. You may supply services to any other customer, including competitors of Remote Talent, provided you do not breach Section 9 (Confidentiality) or Section 12 (Non-circumvention).

3.4 Own business. You provide your own equipment, software, workspace, and internet connection, and bear all costs of performing the Services except as a Work Order expressly provides. You bear the risk of profit and loss on each Work Order, including the cost of correcting defective work.

3.5 No benefits. You are not entitled to holiday pay, sick pay, pension contributions, notice pay, redundancy pay, insurance, or any other employment benefit from Remote Talent or any Client.

3.6 Business registration. Where the law of your jurisdiction requires a person supplying services on a business-to-business basis to be registered as a business, self-employed person, or equivalent, you must be so registered and must provide evidence on request.

3.7 Jurisdictional riders. Where required, a jurisdiction-specific rider applies in addition to this Section and prevails over it to the extent of any conflict.

4. Work Orders

4.1 Remote Talent may offer you a Work Order through the Platform. You are not obliged to accept any Work Order, and Remote Talent is not obliged to offer you any.

4.2 A Work Order takes effect when you accept it through the Platform. Each accepted Work Order is a separate contract incorporating this Agreement. If a Work Order conflicts with this Agreement, the Work Order prevails for that engagement only, and only where it expressly says so.

4.3 A Work Order may be varied only by written agreement recorded through the Platform.

4.4 Remote Talent may decline to issue a Work Order, or withdraw an unaccepted Work Order, at its discretion.

5. Flow-down of Client obligations

5.1 You acknowledge that Remote Talent has obligations to the Client under the Client Agreement, and that Remote Talent's ability to perform depends on your performance.

5.2 You must perform the Services so as to enable Remote Talent to comply with its obligations to the Client under the Client Agreement, including as to scope, standard, timing, security, confidentiality, intellectual property, data protection, and any Client policy notified to you.

5.3 Remote Talent will notify you of the Client obligations relevant to your Services, through the Work Order or otherwise. Where a Client requirement is notified to you in writing, it binds you as if set out in this Agreement.

5.4 Your obligations under this Agreement are no less onerous than Remote Talent's corresponding obligations to the Client. Where Remote Talent's obligation to the Client is more onerous than the corresponding obligation in this Agreement, and Remote Talent has notified you of it, the more onerous obligation applies to you.

5.5 Remote Talent will not agree a Client obligation that materially increases your burden under an accepted Work Order without your written agreement.

6. Your obligations and warranties

6.1 You represent, warrant, and undertake on a continuing basis that:

(a) you are at least 18 and have capacity and authority to enter into this Agreement;

(b) you will perform the Services with the skill, care, and diligence of a suitably qualified professional, in accordance with good industry practice;

(c) the Deliverables will be your original work, will conform to the Work Order, and will not infringe any third party's rights;

(d) you hold and will maintain all licences, registrations, permits, and rights to work necessary to perform the Services lawfully;

(e) all information you provide — identity, address, tax residence, tax identification, business registration, bank details, and time records — is complete, accurate, and current;

(f) you will comply with all applicable laws, including tax, anti-money-laundering, sanctions, export control, data protection, and anti-bribery laws;

(g) you are not a Sanctioned Person, are not owned or controlled by one, are not acting on behalf of one, and are not resident in a comprehensively sanctioned territory;

(h) you have no conflict of interest that would impair your performance, and will disclose any that arises; and

(i) you will notify Remote Talent promptly if any of the above ceases to be true, or if you become subject to insolvency proceedings or a sanctions designation.

6.2 Time records. Where a Work Order is time-based, you must submit accurate records of time worked through the Platform in accordance with the Work Order. Records are the basis on which Remote Talent invoices the Client and calculates amounts due to you. Submitting inaccurate records is a material breach.

6.3 Defective work. If the Services or Deliverables fail to conform to the Work Order, you must correct the non-conformity promptly at your own cost. If you fail to do so, Remote Talent may have the work corrected by another person and set off the reasonable cost against amounts due to you.

6.4 Insurance. Where required by applicable law, by the Work Order, or by a Client requirement notified to you, you must maintain professional indemnity and public liability insurance appropriate to the Services, and provide evidence on request.

7. Payment

7.1 Consideration. Remote Talent will pay you the Contractor Rate for Services performed and accepted under a Work Order. The Contractor Rate is the full consideration for the Services and the Deliverables, including the rights assigned under Section 8.

7.2 Platform Fee. Remote Talent's consideration is the Platform Fee: a flat amount per invoice in the currency of that invoice, published in the Fee Schedule and applied irrespective of the value of the engagement. The Contractor Rate is the amount invoiced to the Client less the Platform Fee. Remote Talent will show the Platform Fee separately, and may issue you a separate fee invoice for it.

7.2A Changes to the Platform Fee. Remote Talent may change the Fee Schedule on not less than thirty (30) days' notice. A change does not apply to a Work Order already accepted or to an invoice already issued.

7.3 No amount becomes due unless Remote Talent is paid. No amount is or becomes due, owing, or payable by Remote Talent to you in respect of a Work Order unless and until Remote Talent has received and cleared the corresponding Client Payment. Receipt and clearance of the Client Payment is a condition precedent to the existence of any debt, and not merely to the time for its payment. Where a Client Payment is received in part, the amount that becomes due to you is limited to the corresponding proportion of it. If the Client Payment is never received, no amount ever becomes due and you have no claim against Remote Talent in respect of it. Remote Talent will remit to you promptly after clearance.

7.4 No guaranteed payment date. Remote Talent does not guarantee any payment date and gives no undertaking as to timing. Payment depends on the Client, on banks, correspondent banks, payment providers, and currency conversion, none of which Remote Talent controls. Remote Talent is not liable for any delay arising from them.

7.5 Collection and assignment. Where a Client Payment is overdue, Remote Talent will use reasonable efforts to collect it and will keep you informed. If Remote Talent decides not to pursue the debt, or if the Client Payment remains outstanding, Remote Talent will, at your written request, assign to you its claim against the Client for the amount attributable to your Services, so that you may pursue it directly, and will provide the documents reasonably needed to do so.

7.6 Where clause 7.3 is unenforceable. If clause 7.3 is void or unenforceable under the law governing this Agreement or under a mandatory law applying to you, it shall be read as a payment term equal to the longest period permitted by that law, and the rest of this Section continues to apply.

7.7 Set-off. Remote Talent may set off against amounts due to you: any amount you owe Remote Talent; the cost of correcting defective work under clause 6.3; and any amount Remote Talent has paid you which was calculated on inaccurate time records or which is subject to a reversal or recall.

7.8 Recovery of overpayments. If Remote Talent pays you an amount that was not due — including because a Client Payment is later reversed, recalled, charged back, or found to have been fraudulent — you must repay it on demand, and Remote Talent may recover it by set-off against future payments.

7.9 No interest. No amount held, delayed, or paid under this Agreement bears interest.

7.10 Payout details. You are responsible for the accuracy of the bank account or wallet address you provide. Remote Talent is not liable for loss caused by payout details you supplied incorrectly.

8. Intellectual property

8.1 Assignment. You hereby irrevocably assign to Remote Talent, with full title guarantee and free of encumbrances, all right, title, and interest in the Deliverables and all intellectual property rights in them, worldwide, for the full term of those rights, including all rights of action and remedies for past infringement. The assignment takes effect on creation of each Deliverable.

8.2 Onward assignment. You acknowledge that Remote Talent will assign or licence the Deliverables onward to the Client under the Client Agreement, and you consent to that assignment or licence.

8.3 Work made for hire. To the extent any Deliverable qualifies as a "work made for hire" under 17 U.S.C. § 101, it is a work made for hire for Remote Talent. Clause 8.1 applies to anything that does not so qualify.

8.4 Moral rights. To the maximum extent permitted by applicable law, you irrevocably waive and agree not to assert all moral rights and rights of a similar nature in the Deliverables, including rights of attribution and integrity. Where such rights cannot be waived, you consent to Remote Talent's and the Client's use of the Deliverables in a manner that would otherwise infringe them.

8.5 Pre-existing IP. You retain rights in tools, methodologies, libraries, and know-how existing before, or developed independently of, a Work Order ("Pre-existing IP"). Where Pre-existing IP is incorporated into a Deliverable, you grant Remote Talent a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, modify, and distribute it as incorporated, including the right to sublicence to the Client.

8.6 Third-party and open-source materials. You must not incorporate any third-party or open-source material into a Deliverable without disclosing it in writing, with its licence terms, before delivery. You must not incorporate material under a licence that would require Remote Talent or the Client to disclose or license their own proprietary code.

8.7 Further assurances. At Remote Talent's reasonable request and cost, you will execute any document and take any step needed to perfect, record, or enforce the rights assigned under this Section, including any application or registration.

9. Confidentiality

9.1 You must hold in strict confidence all non-public information of Remote Talent and of any Client disclosed to you or accessed by you, and use it only to perform the Services.

9.2 Confidential information includes business plans, financial data, technical specifications, source code, customer and supplier lists, pricing, trade secrets, personal data, the Client's identity where not public, the contents of any Work Order, and the Contractor Rate.

9.3 The obligation does not apply to information that is or becomes public without your fault, was already lawfully in your possession without restriction, is independently developed by you, or is required to be disclosed by law or a regulator, provided you give Remote Talent prompt notice where lawful.

9.4 You must return or destroy confidential information on request or on termination, and certify that you have done so within fifteen (15) business days. Copies you must retain by law remain subject to this Section.

9.5 Obligations under this Section survive for five (5) years after termination, and indefinitely for trade secrets.

9.6 A Client may be named as a third-party beneficiary of this Section in a Work Order and may enforce it directly.

10. Data protection

10.1 Where you process personal data in performing the Services, you do so as Remote Talent's processor and, in turn, as a sub-processor of the Client. You must process personal data only on documented instructions, apply appropriate technical and organisational measures, keep it confidential, assist with data subject requests and breach notification, and delete or return it on termination.

10.2 The Data Processing Addendum at remotetalent.io/legal/dpa applies and is incorporated by reference, including any applicable Standard Contractual Clauses or UK International Data Transfer Addendum.

10.3 You must not engage a sub-processor without Remote Talent's prior written consent, and must impose equivalent obligations on any you engage.

10.4 You must notify Remote Talent without undue delay and in any event within 24 hours of becoming aware of any personal data breach affecting data processed under a Work Order.

10.5 Remote Talent processes your own personal data as a controller, as described in the Privacy Policy at remotetalent.io/legal/privacy.

11. Tax

11.1 You are solely responsible for all taxes arising from amounts you receive under this Agreement, including income tax, social contributions, and any indirect tax on your supply to Remote Talent. Remote Talent will not withhold or account for them except where law requires.

11.2 Indirect tax. The Contractor Rate is exclusive of any VAT, GST, or similar tax properly chargeable on your supply to Remote Talent, which will be added where applicable. You are solely responsible for determining and correctly applying the treatment of your own supply, including whether a reverse charge, zero rating, or exemption applies.

11.3 Withholding. Where law requires Remote Talent to deduct or withhold from a payment, it may do so and will provide any available certificate. The economic burden of the deduction is yours and no amount will be grossed up, unless a Work Order provides otherwise.

11.4 Documentation. You must provide any tax documentation Remote Talent reasonably requests, including Form W-9, Form W-8BEN or W-8BEN-E, business and VAT registration numbers, and information required for platform reporting obligations such as DAC7 or its UK equivalent. Remote Talent may withhold payment until required documentation is provided.

11.5 Self-billing. You agree that Remote Talent may raise invoices in your name in respect of your supplies to Remote Talent ("self-billed invoices"), on the following terms: each self-billed invoice will be made available to you through the Platform; you will be treated as having accepted it unless you object within 5 business days; each will be marked as self-billed and contain the particulars required by applicable law; you will not raise a separate invoice for the same supply; and you will notify Remote Talent immediately if your VAT registration status changes. Either party may terminate this self-billing arrangement on written notice.

11.6 Indemnity. You will indemnify Remote Talent against any tax, penalty, interest, or cost assessed against or incurred by Remote Talent arising from information you supplied, from the indirect tax treatment of your supply, or from your failure to meet your own tax obligations — including any assessment arising from a determination that you were an employee or worker of Remote Talent or a Client.

12. Non-circumvention

12.1 During each Work Order and for twelve (12) months after it ends, you will not, directly or indirectly, supply services to, contract with, invoice, or accept payment from a Client, or any affiliate of a Client, in respect of the same or substantially similar services, otherwise than through Remote Talent.

12.2 If you breach clause 12.1, Remote Talent may seek injunctive relief, specific performance, and damages for the loss it actually suffers. No fixed or pre-agreed sum is payable.

12.3 Clause 12.1 does not restrict you from supplying services to a person who was your own client before Remote Talent introduced them, where you can evidence the prior relationship.

13. Compliance and verification

13.1 You must complete identity verification and any customer due diligence Remote Talent requires, and provide further information or documents on request at any time.

13.2 Remote Talent may, at its discretion and without liability, suspend or withhold payment, suspend or restrict your account, decline or withdraw a Work Order, or terminate this Agreement, where it reasonably considers it necessary to comply with law or to manage legal, regulatory, fraud, sanctions, or money-laundering risk, or where clause 6.1 has been or may have been breached.

13.3 Remote Talent may be prohibited by law from stating its reasons and is not obliged to do so.

13.4 You must comply with the Acceptable Use Policy at remotetalent.io/legal/acceptable-use, which forms part of this Agreement.

14. Liability

14.1 Exclusions. Neither party is liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profit, revenue, business, goodwill, or opportunity, however arising.

14.2 Your cap. Subject to clause 14.3, your total aggregate liability to Remote Talent in connection with a Work Order is limited to the total Contractor Rate paid or payable under that Work Order.

14.3 Carve-outs. The limits in clauses 14.1 and 14.2 do not apply to your liability for: breach of Section 8 (Intellectual Property); breach of Section 9 (Confidentiality); breach of Section 10 (Data Protection); amounts due under Section 11.6 or Section 15; breach of Section 12; fraud or fraudulent misrepresentation; or death or personal injury caused by your negligence.

14.4 Remote Talent's cap. Remote Talent's total aggregate liability to you in connection with a Work Order is limited to the amounts properly due to you under that Work Order. Nothing in this clause limits Remote Talent's obligation to pay amounts properly due under Section 7.

14.5 Nothing in this Section excludes liability that cannot lawfully be excluded.

15. Indemnity

15.1 You will indemnify, defend, and hold harmless Remote Talent, its affiliates, and their officers, employees, and agents against all claims, losses, liabilities, damages, taxes, penalties, fines, and costs (including reasonable legal fees) arising from or relating to:

(a) your performance or non-performance of the Services, including any claim by a Client of defect, delay, negligence, or non-conformity;

(b) any claim that a Deliverable infringes a third party's intellectual property rights;

(c) your breach of this Agreement or of any Work Order;

(d) your violation of any law, including tax, sanctions, AML, and data protection law;

(e) any claim that you, or any person you engage under clause 3.2, is or should be classified as an employee or worker of Remote Talent or of a Client, or any related claim for wages, benefits, contributions, or statutory entitlements; and

(f) any inaccurate or incomplete information you supplied, including time records.

15.2 Remote Talent may participate in the defence of any indemnified claim with counsel of its choice at your cost. You may not settle a claim in a way that imposes an obligation or admission on Remote Talent or a Client without Remote Talent's written consent.

16. Term, suspension, and termination

16.1 This Agreement begins on acceptance and continues until terminated. It governs every Work Order made under it.

16.2 Either party may terminate this Agreement on thirty (30) days' written notice. Termination does not affect any Work Order in force, which continues under this Agreement until it ends.

16.3 Either party may terminate this Agreement or any Work Order immediately on written notice if the other: commits a material breach not cured within fifteen (15) days of notice; becomes insolvent or subject to insolvency proceedings; or engages in fraud, gross negligence, or wilful misconduct.

16.4 Remote Talent may terminate a Work Order immediately, without liability beyond amounts due for Services already performed, if the corresponding Client Agreement or Statement of Work terminates for any reason.

16.5 Remote Talent may terminate immediately for a reason in clause 13.2.

16.6 On termination you must promptly deliver all completed work and work in progress, return or destroy confidential information under clause 9.4, and cease using Client materials. Remote Talent will pay amounts properly due for Services performed, subject to Section 7.

16.7 Sections 2, 3.5, 7.7, 7.8, 8, 9, 10, 11, 12, 14, 15, and 17 survive termination.

17. General

17.1 Order of precedence. Where documents conflict: (i) a jurisdictional rider under clause 3.7; (ii) the applicable Work Order, where it expressly varies this Agreement; (iii) this Agreement; (iv) the Acceptable Use Policy, Privacy Policy, and DPA. The Client Agreement is not part of your contract and confers no rights on you.

17.2 Amendment. Remote Talent may amend this Agreement. Material changes take effect thirty (30) days after notice, or sooner where required by law, and do not apply to Work Orders already accepted. Continuing to accept Work Orders after that date constitutes acceptance. If you do not accept, you may terminate under clause 16.2.

17.3 Governing law. This Agreement is governed by the laws of the State of Florida, USA, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

17.4 Dispute resolution. The parties will first attempt good-faith resolution for thirty (30) days. Failing that, disputes will be finally resolved by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce, before one arbitrator, seated in Orlando, Florida, USA, in English. Either party may seek interim or injunctive relief from a court of competent jurisdiction.

17.5 Consolidation. Remote Talent may consolidate an arbitration under this Agreement with a related arbitration under a Client Agreement arising from the same facts, and you consent to such consolidation and to joinder of the Client.

17.6 Class action and jury trial waiver. To the maximum extent permitted by law, disputes will be resolved individually. Each party waives any right to bring or participate in a class, collective, or representative action, and waives trial by jury.

17.7 Assignment. You may not assign or subcontract this Agreement or any Work Order except under clause 3.2. Remote Talent may assign to an affiliate or in connection with a financing, merger, or sale of assets, and may novate a Work Order to an affiliate.

17.8 Notices. Notices to you may be given through the Platform or by email to your registered address. Notices to Remote Talent must be sent to [email protected].

17.9 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control. Remote Talent's obligation to pay amounts already due is not excused by force majeure.

17.10 Third-party beneficiaries. A Client is a third-party beneficiary of Sections 8, 9, and 10 and may enforce them directly. There are no other third-party beneficiaries.

17.11 Severability. An unenforceable provision will be modified to the minimum extent necessary or severed, and the rest remains in force.

17.12 Entire agreement. This Agreement, each Work Order, any rider, the Acceptable Use Policy, the Privacy Policy, and the DPA are the entire agreement between you and Remote Talent.

17.13 Electronic acceptance. You consent to entering this Agreement and accepting Work Orders electronically, and agree that Remote Talent's records of acceptance — including version, timestamp, IP address, and document hash — are admissible evidence of it.