These Terms of Service (“Agreement”) apply to your use of Worca’s Bring Your Own Contractors (“BYOC”) service. By checking the box and initiating BYOC services through Worca Teamspace, you (“Client”) agree to be bound by this Agreement on behalf of your company or organization. If you do not agree, do not proceed with activation.

1. Definitions

• “BYOC” refers to Worca’s service through which Client-nominated independent contractors are onboarded, managed, and paid via Worca’s Employer of Record (EOR) and payroll platform.
  
• “Contractor” means any individual engaged by Worca on behalf of the Client through the BYOC service.
• “Client” means the company, entity, or individual that has entered into this Agreement with Worca to utilize the BYOC services.
  
• “Platform” means Worca’s proprietary technology used for time tracking, invoicing, HR policies, and payroll management (Worca Teamspace).
  

2. Scope of Services

Worca agrees to provide the following services for each Contractor approved under the BYOC program:

• Act as Employer of Record or legal agent, where required, in the Contractor’s country of residence.
• Administer monthly compensation, local tax compliance, and statutory withholdings.
• Provide access to Worca Teamspace for HR tools including but not limited to: time tracking, leave requests, reimbursements, performance management, and HR documentation.
• Consolidate all costs into a single monthly invoice for the Client.
  
• Facilitate payments to Contractors in local currency.
  
• Offer direct Contractor support and Client account management through Slack, WhatsApp, or email, with expected 1-hour response during business hours in Client's timezone.
  

3. Client Obligations

The Client agrees to:

• Submit accurate and complete information about each Contractor, including legal name, email address, compensation rate, and role responsibilities.
• Not circumvent Worca or directly engage Contractors placed under BYOC for employment or contracting outside of this agreement without Worca’s written consent.
• Ensure that Worca is authorized to engage Contractors on Client’s behalf and that such Contractors have consented to this arrangement.
• Pay all monthly invoices within the agreed-upon payment terms, including compensation, applicable fees, taxes, and benefits.
  

4. Legal Employment Responsibility

• Worca will be responsible for employment contracts, payroll compliance, and statutory contributions (if applicable) in accordance with local laws.
• Contractors are not employees of the Client; they are engaged through Worca or its local partners where required.
• The Client is responsible for day-to-day supervision, task assignments, and performance management of the Contractors.
  

5. Fees and Invoicing

5.1 Service Fees

Worca charges service fees based on the nature of the engagement:

• For one-time or project-based payments, a fee of 5% of the total Contractor payment amount will apply.
  
• For recurring engagements (e.g., monthly retainers, ongoing part-time or full-time contracts), Worca charges a flat rate of $100 USD per Contractor per month.

These fees cover Worca’s compliance, EOR administration, payroll processing, and platform access. Any additional services or changes to this fee structure must be agreed upon in writing.

5.2 Invoicing and Payment Terms

• Worca will issue a monthly consolidated invoice to the Client at the beginning of each month, covering all Contractor payments, service fees, and applicable taxes.
  
• Payment is due within 7–10 calendar days of the invoice date unless otherwise agreed in writing.
• Invoices not paid on time may result in service suspension and delays in Contractor payouts.

5.3 Payment Methods

Worca accepts payment via ACH, international wire, and approved digital payment platforms. Fees related to payment transfers (e.g., international wire fees) are covered by Worca and included in the overall pricing.

6. Confidentiality and Data Protection

• Both parties shall treat all shared business and personal data as confidential.
• Worca will process Contractor data in accordance with applicable data privacy laws and Worca’s Privacy Policy.
• The Client agrees not to request or store unnecessary sensitive data and to comply with all applicable data protection laws when accessing the Worca Platform.

7. Termination

7.1 Termination by Either Party

Either Worca or the Client may terminate this Agreement with thirty (30) days’ prior written notice. Termination must be submitted in writing via email to the designated account manager or legal@worca.io.

7.2 Client Responsibilities Upon Termination

Upon issuing a notice of termination, the Client agrees to:

• Pay all outstanding invoices in full, including all amounts due for services rendered up to the effective termination date.
  
• Fulfill all financial obligations related to the final month of Contractor engagement, including any applicable final wages, bonuses, unused leave payouts, statutory severance (if applicable), and payroll taxes.
• Provide Worca with a formal offboarding request for each Contractor, including the desired termination date, last working day, and any final instructions.

7.3 Contractor Offboarding Process

Worca will:

• Initiate the formal offboarding process of the affected Contractors in compliance with local labor laws.
  
• Provide final payslips and documentation to Contractors as required.
• Close access to Worca Teamspace and deactivate payroll services after all final payments are processed.

Local labor regulations may require advance notice periods, severance, or government filings, which Worca will facilitate on the Client’s behalf. The Client remains responsible for any related costs.

7.4 Immediate Termination for Cause

Worca may suspend or terminate this Agreement immediately upon written notice if:

• The Client fails to pay invoices within the agreed payment terms and does not cure the breach within 7 business days of notice.
  
• The Client engages in fraudulent, illegal, or abusive use of the Worca platform or services.
• There is evidence of misclassification circumvention or unauthorized direct engagement with Contractors.

8. Limitation of Liability

To the fullest extent permitted by law:

• Worca’s liability shall be limited to the amount paid by Client for services in the three (3) months preceding the claim.
  
• Worca is not liable for any indirect, incidental, or consequential damages, including loss of profits or business interruption.

9. Indemnification

Client agrees to indemnify and hold harmless Worca from any claims arising from:

• Misrepresentations made by the Client regarding the nature of the Contractor’s work or compensation.
  
• Any failure by the Client to comply with applicable laws in its supervision or treatment of the Contractors.
• Client’s breach of this Agreement.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any disputes shall be resolved in the courts located in Los Angeles County, California.

11. Miscellaneous

• This Agreement represents the entire understanding between the parties and supersedes any prior agreements or representations.
  
• Modifications to this Agreement must be published by Worca and will be notified via email or platform notice. Continued use of the BYOC service constitutes acceptance of the updated terms.
• If any provision is deemed unenforceable, the remainder shall remain in effect.

12. Electronic Acceptance and Binding Effect

By checking the acceptance box and initiating the BYOC service through Worca Teamspace, the individual agrees and acknowledges that:

• They have the authority to bind the Client (company or organization)
  
• This Agreement is legally binding on the Client
• The date of acceptance is recorded electronically as the effective date
• Worca may update this Agreement from time to time and will notify the Client via platform or email
• Continued use of the service after any update constitutes acceptance of the revised terms

13. Contact Information

For questions about this Agreement or Worca’s BYOC services, please contact:
📧 legal@worca.io
🌐 www.worca.io