Terms of service

Welcome to Mate&Work (“Mate&Work”, “we”, “us”, “our”). Mate&Work (operated by Febadu LLC d/b/a Mate&Work) provides remote staffing solutions, including virtual assistants, specialized experts, and administrative professionals (collectively, the “Services”), designed to support entrepreneurs, agencies, and companies.

These Terms of Service (the “Terms”) form a binding agreement between Mate&Work and (i) any business or individual procuring Services (“Client”) and (ii) any independent contractor matched through Mate&Work (“Professional”). By using the Services, you agree to these Terms.

0. Order of Precedence

These Terms govern and control over any conflicting statements on the Mate&Work website (including the “Policies” page), FAQs, emails, proposals, or marketing materials. In case of conflict, these Terms prevail.

1. Definitions

Client: The business or individual purchasing Services from Mate&Work.
Professional: An independent contractor introduced or supplied by Mate&Work to perform work for Client.
Engagement: Any period during which a Professional is assigned to a Client via Mate&Work.
Deliverables: The work product created for Client as part of an Engagement.

2. Service Description & Scope

2.1 What we do. We recruit, vet, and match Professionals with Clients and provide management, coordination, replacement, and support services. While we strive for high quality, we do not guarantee that every task will be completed to a specific result unless expressly stated in a signed statement of work.

2.2 Who may use the Services. You must have authority to bind the entity you represent, provide accurate information, and comply with these Terms and applicable laws.

3. Fees, Billing, Cancellations & Refunds

3.1 Fees & Billing. Pricing, weekly hours, plan selection, and any other commercial terms agreed between Mate&Work and Client — whether provided via quote, proposal, order form, or confirmation email — form part of these Terms and govern the specific Engagement. The Client acknowledges that commercial terms delivered by email are valid and binding once the deposit or plan is paid.

3.2 Booked Hours & Changes. If a Client cancels or reschedules booked hours:

< 24 hours’ notice: full charge applies for the scheduled hours.
≥ 48 hours’ notice: hours may be rescheduled or rolled over within the same week (or per plan rules).
Plan-specific cutoff windows and rollover limits (if any) will be disclosed on the order form or plan page.

3.3 Refunds. Unless required by law or expressly stated in a signed order form, fees are non-refundable. We may, at our discretion, offer credits for service issues.

4. Client Responsibilities

4.1 Clear scope & access. Client will provide a clear description of tasks, priorities, timelines, and necessary access/tools.
4.2 Compliance. Client is responsible for having rights to the materials it provides and for compliance with data protection and applicable laws.
4.3 Professional conduct. Client will maintain professional, non-discriminatory conduct and a safe, respectful environment for Professionals.

5. Professional Responsibilities & Status

5.1 Independent Contractor; No Agency or Employment. The Professional is an independent contractor and not an employee, agent, franchisee, partner, joint venturer, or representative of Client or Mate&Work. The Professional: (a) has no authority to bind Client or Mate&Work; (b) is solely responsible for all taxes, insurance, permits, and compliance with applicable laws; (c) is not eligible for employee benefits (including workers’ compensation, unemployment, PTO, or benefits plans) from Client or Mate&Work; (d) controls the means and methods of performing services, subject to scope, timelines, and quality standards; and (e) may provide services to other clients so long as confidentiality and conflicts obligations are honored. Nothing herein creates a joint-employment relationship.

5.2 Performance. Professionals will perform Services with reasonable skill and care and communicate progress, blockers, and status updates. If fit or performance issues arise, Mate&Work may facilitate coaching, adjustments, or a replacement per Section 8.

5.3 Availability & Time Off. Scheduling expectations are agreed between Client, Professional, and Mate&Work. Planned time off should be communicated in advance to avoid disruption. Emergency leave should be reported as soon as feasible; Mate&Work may coordinate temporary coverage when possible.

5.4 No PTO or Employment Benefits. Professionals are independent contractors and are not entitled to employer-provided benefits, including paid time off (PTO), paid holidays, paid sick leave, health insurance, unemployment or workers’ compensation benefits. Any time away from work is unpaid unless Client expressly authorizes payment as billable time under the applicable plan. No PTO is accrued or carried over.

6. Confidentiality & IP

6.1 Confidentiality. Each party will keep the other’s non-public information confidential and use it only to perform the Services. Duties survive three (3) years after termination (and indefinitely for trade secrets). NDAs may be executed upon request.

6.2 Ownership of Deliverables; Background IP. Upon full payment of applicable invoices, Client owns the final Deliverables created specifically for Client, excluding: (i) Mate&Work’s pre-existing IP, tools, know-how, templates, and methodologies, and (ii) third-party components under separate licenses. Mate&Work grants Client a non-exclusive, perpetual license to use such pre-existing components solely as embedded in the Deliverables.

6.3 Portfolio reference. Unless Client objects in writing, Mate&Work may reference the Client’s name/logo and high-level engagement details for credentials (without disclosing Confidential Information).

7. Communications & WhatsApp Usage

7.1 Official channels. Operational coordination may occur via WhatsApp in addition to email. WhatsApp messages do not amend pricing, scope, payment terms, or legal obligations; such changes require email confirmation from an authorized address or a signed document.

7.2 Delivery & opt-out. Message delivery depends on third-party availability; Mate&Work is not liable for outages. Recipients may opt out of WhatsApp communications at any time by replying “STOP” or blocking the number.

7.3 Sensitive data. Do not share passwords, card data, or highly sensitive information over WhatsApp. Mate&Work may require email confirmation or additional verification before executing high-impact instructions.

8. Replacement Policy (Client)

8.1 Eligibility. If Client is unsatisfied with a Professional’s fit or performance within the agreed scope, Client may request a replacement at no additional cost.

8.2 Process. Client submits the VA Replacement Request; Mate&Work validates scope and timing, proposes candidates, and coordinates either an immediate stop or a structured handover per Client’s preference. Typical replacement windows are 1–2 weeks.

8.3 Fair use. Abuse (e.g., repeated scope changes, unpaid invoices, or attempts to bypass Mate&Work) may void eligibility.

8.4 Reminder. Replacement does not alter the non-circumvention and no-conversion obligations in Section 11.

9. Data Protection & Security

9.1 Compliance. Mate&Work complies with applicable data protection regulations, including GDPR and CCPA, as applicable.
9.2 Sharing. Client data is shared only with assigned Professionals and is not sold.
9.3 Security. Each party is responsible for security on its systems. Client remains responsible for granting, monitoring, and revoking access to its tools and accounts.

10. Disclaimers; Limitation of Liability

10.1 No warranties. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY (INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT).

10.2 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MATE&WORK’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE FEES PAID BY CLIENT TO MATE&WORK IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Exclusion of certain damages. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY. These limitations do not apply to breaches of confidentiality, IP infringement, or Client’s payment obligations.

11. No Direct Hire, No Conversion, Non-Circumvention (Critical)

11.1 No Direct Hire / Non-Circumvention. Any Professional introduced by Mate&Work may only be engaged through Mate&Work. Client shall not, directly or indirectly (including via affiliates or third parties), solicit, recruit, hire, contract, or otherwise engage any Professional outside Mate&Work during the Engagement and for twelve (12) months after the later of: (i) the Professional’s last day assigned to Client, or (ii) the last invoice date related to that Professional (the “Protection Period”).

11.2 No Conversion / No Buyout. Mate&Work does not offer a conversion/buyout program. Any exception requires a prior written addendum signed by Mate&Work expressly permitting a direct engagement and setting terms. Absent such addendum, any direct engagement is a material breach.

11.3 Non-inducement. Client shall not encourage or request any Professional to reduce/terminate their engagement with Mate&Work or to accept payments off-platform. Client will promptly notify Mate&Work if a Professional proposes an off-platform arrangement.

11.4 Liquidated damages & remedies. If Client breaches this Section 11, Client shall pay Mate&Work liquidated damages equal to the greater of (a) USD $20,000 or (b) 18% of the Professional’s estimated annualized compensation, plus reasonable costs of enforcement (including attorneys’ fees). The parties agree this is a reasonable pre-estimate of harm and not a penalty. Mate&Work may seek temporary and permanent injunctive relief to prevent further breach.

11.5 Non-solicitation of Mate&Work personnel. Client shall not solicit or hire Mate&Work employees, recruiters, or contractors (other than Professionals assigned to Client through Mate&Work) during the Engagement and for twenty-four (24) months thereafter without Mate&Work’s prior written consent; breaches are subject to Section 11.4.

11.6 Certification. Upon reasonable written request, Client will certify in writing that it has not engaged any Professional in violation of this Section.

11.7 Agency Relationship Clarification

Mate&Work operates strictly as a staffing and talent management agency, not as a marketplace. Client acknowledges and agrees that it contracts services from Mate&Work, and not directly from any Professional, virtual assistant, contractor, or specialist introduced by Mate&Work.

Accordingly, any direct engagement, continued working relationship, or off-platform arrangement between Client and any Professional introduced by Mate&Work — whether during the Engagement or after its termination — constitutes an attempt to circumvent Mate&Work and is prohibited unless expressly authorized in writing by Mate&Work. Any such conduct shall be deemed a violation of this Section and subject to the remedies set forth herein.

12. Term, Suspension, Termination & Handover

12.1 Term. These Terms become effective when you start using the Services and continue until terminated as provided herein.

12.2 Suspension. We may suspend Services for non-payment, suspected fraud, security risks, or material breach.

12.3 Termination. Either party may terminate an Engagement per the applicable plan or order form. For material breaches that are curable, the non-breaching party may provide written notice and a cure period of five (5) business days; if uncured, the Engagement may be terminated.

12.4 Handover. Upon termination, Mate&Work will coordinate a professional handover of files, deliverables, and access lists relevant to the assignment. Client remains responsible for removing/rotating credentials on its systems.

12.5 Survival. Sections 0, 1, 3, 6–7, 9–11, 12.4–12.5, 13–16, and any provisions that by their nature should survive, will survive termination.

13. Dispute Resolution

13.1 Informal resolution; Waiver of jury trial. The parties will first attempt in good faith to resolve disputes informally. Each party waives the right to a jury trial to the fullest extent permitted by law.

13.2 Binding arbitration; Class action waiver. Any dispute not resolved informally will be finally settled by binding arbitration, seated in Miami-Dade County, Florida (USA), in English, before a single arbitrator under rules of a recognized provider. Class and representative actions are waived; disputes must be brought individually. The arbitrator may award any relief available in court, including injunctive relief, and the award may be entered in any court of competent jurisdiction.

13.3 Emergency/injunctive relief. Notwithstanding Section 13.2, either party may seek temporary restraining orders or injunctions in a court of competent jurisdiction to prevent irreparable harm (including breaches of Section 11) pending arbitration.

14. Governing Law & Venue

These Terms are governed by the laws of the State of Florida, USA, without regard to conflict-of-law rules. Subject to Section 13, exclusive venue for any permitted court action is Miami-Dade County, Florida.

15. Changes to Terms

We may update these Terms by posting a revised version with an updated “Last updated” date. Material changes will be notified via email or in-product notice at least 10 days in advance. Continued use after the effective date constitutes acceptance.

16. Miscellaneous

16.1 Notices. Legal notices to Mate&Work must be sent to hello@mateandwork.com and 1865 Brickell Ave, Miami, FL, USA.
16.2 Entire agreement. These Terms (and any signed order form/SOW) are the entire agreement and supersede prior or contemporaneous understandings on the subject matter.
16.3 Severability; Waiver. If any provision is unenforceable, the remainder will remain in effect. Failure to enforce a provision is not a waiver.
16.4 Assignment. Client may not assign these Terms without Mate&Work’s prior written consent; Mate&Work may assign to an affiliate, successor, or acquirer.
16.5 Force majeure. Neither party is liable for delays/failures due to causes beyond reasonable control (e.g., outages, natural disasters, labor disputes).
16.6 Export & anti-corruption. Each party complies with applicable export, sanctions, and anti-bribery laws.