Worca Staffing Terms of Service

Last updated 2023-09-21
1. Definitions
Company: Worca, Inc., a Delaware corporation, with its principal place of business at 202 Bicknell Ave, Santa Monica, CA 90405, herein referred to as the "Company".

Client: The entity or individual specified in the Engagement Letter (as defined in the section below), acknowledged by their signature. This party is referred to as the "Client" throughout this Agreement.

Parties: The term "Parties" denotes collectively the "Company" and the "Client" as stipulated and defined in this Agreement. Individually, each shall be designated as a "Party" within the purview of this Agreement.

Terms of Service: This document, inclusive of all its clauses, stipulations, annexures, and addendums, herein referred to as the "Terms of Service" or "Agreement", outlines the comprehensive conditions and understandings between the Company and the Client.

Engagement Letter: The term "Engagement Letter" as used herein refers to the preliminary written agreement executed between the parties. This document delineates essential aspects of the contemplated relationship, including but not limited to, the client's legal name, principal place of business, and the designated signatory authorized to bind said client. By executing the Engagement Letter, the client expressly acknowledges and consents to be bound by the comprehensive terms and stipulations contained within this Terms of Service.
2. Relationships
In providing services under this Agreement, the Company operates solely as an independent contractor in relation to the Client. It's expressly understood that this Agreement does not establish any partnership, joint venture, or employer-employee relationship between the Company and the Client.
3. Staffing Service
The "Staffing Service" refers to the Company's offering of identifying, vetting, and placing qualified candidates for various employment positions at the Client's request. Specific details and processes related to this service will be elaborated upon in the following sections.

3.1 Staffing Member

The term "Staffing Member" as used throughout this Agreement denotes any individual contractor or employee that the Company identifies, vets, and subsequently places or assigns to work with or for the Client. This individual is sourced and provided by the Company to fulfill specific roles, responsibilities, or assignments as stipulated by the Client, but remains contractually linked to the Company unless otherwise specified.

3.2 Intellectual Property Ownership

Any and all intellectual property, including but not limited to inventions, designs, copyrights, patents, trade secrets, or any other creations or work products developed, conceived, or generated by the Staffing Member during the course of their engagement with the Client, shall be the sole and exclusive property of the Client. The Company ensures that necessary arrangements are in place with the Staffing Member to give effect to the aforementioned provision, affirming that the Client has unequivocal rights to such intellectual property without any hindrance or claims.

3.3 Work Equipment

Unless specified otherwise in the Engagement Letter or mutually agreed upon in writing, the Staffing Member shall use their own equipment and tools to deliver the required services. The Company and the Client are not responsible for the provision of any tools or equipment necessary for service execution.
4. Job Requirements
The Client is responsible for conveying the precise requirements for each desired Staffing Member position to the Company. The specifications herein shall be stipulated either in the Engagement Letter or another written instrument duly acknowledged and accepted by both parties. Such specifications include but not limited to:

Job Title: A clear designation or title that describes the role or position the Staffing Member will assume.

Years of Experience: The minimum number of years of professional experience expected from the Staffing Member, relevant to the position in question.

Technical and Soft Skills: A comprehensive list of the technical proficiencies and soft skills expected from the Staffing Member, relevant to the job's responsibilities and tasks.

Expected Hours of Engagement: The Client shall specify whether they require the Staffing Member to engage on a full-time basis (40 or more hours per week) or a part-time basis (under 40 hours per week).

Approved Rate for Staffing Member: Compensation terms should be clearly laid out, either as:

(Option 1) Fixed monthly rate: A pre-determined monthly rate for either full-time or part-time engagement.

(Option 2) Hourly rate: If engaged on an hourly basis, the Staffing Member is required to maintain accurate hourly logs, which shall be presented and approved by the Client no later than the end of each respective month to facilitate payment.

Ideal Onboarding Date: The Client should specify the preferred date or time frame when they ideally want the Staffing Member to start or be onboarded, emphasizing the sense of urgency and allowing the Company to prioritize accordingly.

Location of Staffing Member: While the Company offers access to a global talent pool, should the Client have specific geographical or regional preferences for the hiring of a Staffing Member, such preferences must be expressly communicated to the Company.
5. Collaboration and Responsibilities
To ensure a seamless and productive collaboration, both the Company and the Client commit to maintaining open lines of communication and providing prompt responses at every stage. The efficacy of this partnership hinges on the meticulous execution of the following workflow:

1. Requirement Definition: The Client communicates their Job Requirements, as detailed in the preceding section.

2. Candidate Sourcing: The Company undertakes the responsibility to recruit, screen, and interview potential candidates aligned with the Client's specifications.

3. Candidate Presentation: Following a rigorous pre-screening process, the Company furnishes the Client with a curated list of candidates accompanied by pertinent interview notes.

4. Client Review: The Client meticulously reviews the provided candidates and communicates their preferences for further interviews.

5. Interview Coordination: Leveraging its resources, the Company ensures seamless scheduling and coordination of candidate interviews on behalf of the Client.

6. Decision Making: Post-interview, the Client assesses the suitability of the candidates and makes an informed hiring decision.

7. Job Acceptance: The Company liaises with the selected candidate, ensuring they accept the role as a staffing member for the Client.

8. Onboarding Assistance: To ensure a smooth transition, the Company aids in the onboarding process of the appointed staffing member.

9. Billing and Invoicing: After the successful placement of the staffing member, the Company promptly forwards the associated invoice to the Client.

10. Remuneration Compliance: The Company pledges to remunerate the staffing member punctually, adhering to its payroll schedule, while ensuring compliance with the local labor laws of the respective country.
6. Rates and Payment
The payment structure for Staffing Members is based on their engagement type, which can be either full-time or part-time, as explicitly documented and agreed upon in the Engagement Letter. This distinction determines the rates and payment structure applied.

6.1 Monthly Rate Engagement

Engagement Term:
Unless explicitly specified with a fixed term in the Engagement Letter or another mutually accepted written communication, the engagement with the Staffing Member under the full-time monthly rate will be considered as indefinite. This engagement auto-renews every month, ensuring continuous service provision.

Exclusivity of Assignment: During the term of the engagement, the Company commits that the Staffing Member engaged on a full-time monthly rate basis for the Client will not be reassigned to other clients or projects, ensuring undivided attention and dedication to the Client's tasks and objectives.

Invoice Issuance: For Staffing Members engaged on a full-time basis, the Company will issue an invoice to the Client on the first working day of each month for services anticipated to be rendered in that month. The Company will observe U.S. holidays for this invoicing schedule.

Client Payment: The Client shall remit the stipulated payment within 15 days from the date of the invoice.

Staffing Member Payment: The Staffing Member will receive their compensation for services rendered in a given month around the 5th of the subsequent month.

6.2 Hourly Rate Engagement

Time-Tracking System:
The Client is responsible for providing an accurate time-tracking system and must offer training to the Staffing Member within the first 5 working days of their engagement. Should the Client lack a pre-established system for this purpose, the Company shall make available its proprietary platform for the Client's utilization.

Timesheets: Staffing Members engaged on an hourly basis must consistently maintain and submit detailed timesheets that record their work hours for the respective month.

Client Approval: At the close of each month, the Client is expected to swiftly review and approve the submitted timesheets.

Invoice Issuance: After the Client's validation of timesheets, the Company will draft and dispatch an invoice based on the approved hours.

Client Payment: Upon the acquisition of the invoice, the Client is obligated to settle the amount within 5 working days.

Staffing Member Payment: Once the Company receives payment from the Client, the Staffing Member will be compensated within the following 1-3 working days.

6.3 Security Deposit

The Client shall provide a Security Deposit of $500 per Staffing Member engaged. This deposit ensures the Client's adherence to this Agreement's terms. The deposit is refundable upon the termination of the respective Staffing Member's services, minus any outstanding fees or breaches. The deposit will be held in a non-interest-bearing account.

6.4 Invoice Delivery

Invoices, post-generation, will be directed to the billing contact specified in the Engagement Letter. Additionally, these invoices will also be accessible via the Company's dedicated platform for the Client's convenience.

6.5 Late Payment Consequences

Should any payment not be received by the Company within the prescribed period as stipulated herein, the Company reserves the right to temporarily suspend the provision of services until such time as all outstanding amounts are remitted in full.
7. Termination
7.1 Monthly Rate Engagement Termination

For Staffing Members engaged on a monthly full-time basis, the Client is required to provide a 14-day written notice prior to termination. This notice period is established to facilitate a seamless transition for the Staffing Member and to ensure that any ongoing tasks or projects are adequately handed over or concluded.

7.2 Hourly Rate Engagement Termination

In the case of Staffing Members engaged on an hourly basis, the Client may discontinue the services at any point by providing a written notice to the Company's designated contact. It is imperative that the Client compensates the Staffing Member for all hours worked up until the point of notice.

7.3 Staffing Member Unavailability

Should a Staffing Member become unavailable for any reason during the engagement, the Company is obligated to notify the Client promptly. The specific engagement with that Staffing Member will be deemed terminated, but this does not affect the broader terms of this agreement or other active Staffing Member engagements.

7.4 Continuation of Agreement

The termination of a specific Staffing Member's services does not equate to the termination of this entire agreement. The overarching terms and conditions of this agreement remain in effect, governing any other current or future engagements between the Client and the Company.
8. Direct Hire Transition Fee
Should the Client opt to directly employ any team member introduced by the Company within the first 12 months of their assignment, a fee of 25% of the team member's first-year annual salary shall apply. This fee recognizes the Company's instrumental role in sourcing, selecting, and placing the team member. The non-fulfillment of this obligation may lead to enforcement actions in accordance with the terms mutually agreed upon between the Client and the Company.
9. Miscellaneous
9.1 Governing Law, Jurisdiction, and Venue

This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of laws principles. The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the federal or state courts located in California. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive any objection based on inconvenient forum.

9.2 Arbitration

Any disputes, controversies, or claims arising out of or in connection with this Agreement, including its validity, breach or termination, shall be resolved by arbitration in accordance with the rules of the American Arbitration Association then in effect. The arbitration shall take place in California and shall be conducted in English. The decision of the arbitrator(s) shall be final and binding upon both parties. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

9.3 Information Right

The Company retains the right to store and use data related to services provided under this Agreement for internal purposes. Data and specific records exchanged during this Agreement will be retained for a minimum of 5 years from the date of their creation or the date of termination of this Agreement, whichever is later, in compliance with regulatory and legal obligations.

9.4 Confidential Information

Both parties commit to safeguarding the confidentiality of all information shared during the course of this engagement. Confidential information shall not be disclosed to third parties without written consent, and the obligation to protect such information continues even after the termination of this Agreement.

9.5 Indemnification

Both parties agree to indemnify and hold each other harmless from any claims, losses, damages, liabilities, or expenses, including reasonable attorney's fees, resulting from any third-party claim due to a breach of their respective obligations, representations, or warranties under this Agreement.

9.6 Non-Solicitation

For a duration of 12 months following the termination of this Agreement, neither party shall directly or indirectly solicit, induce, recruit, or encourage any of the other party's employees or contractors to terminate their relationship with said party, nor attempt any of the foregoing, without the explicit written consent of the other party.

9.7 Force Majeure

Neither party shall be held liable for any failure or delay in fulfilling their obligations under this Agreement if such failure or delay is due to unforeseen events beyond their reasonable control, including but not limited to acts of nature, war, terrorism, civil unrest, labor strikes, or disruptions in communication or transportation.

9.8 Entire Agreement

This Agreement, in conjunction with the previously executed Engagement Letter, constitutes the complete and exclusive understanding between the parties. Together, they supersede all prior negotiations, understandings, and agreements between the parties, whether written or oral.

9.9 Amendment

Any changes or modifications to this Agreement must be in writing and signed by both parties to be valid.

9.10 Waiver

No waiver of any term or provision in this Agreement will be deemed a further or continuing waiver of such term or any other term.

9.11 Assignment

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

9.12 Survival

Provisions of this Agreement that by their nature should apply beyond the termination of the Agreement will remain in force after termination, including but not limited to clauses on Confidential Information, Indemnification, and Non-Solicitation.

9.13 Counterparts

This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

[End of Terms of Service]