Terms of service

Welcome to Mate&Work ("Mate&Work", "we", "us", "our"). Mate&Work (operated by Febadu LLC d/b/a Mate&Work) provides managed remote staffing, placing vetted bilingual professionals with businesses in the United States and supporting the engagement for as long as it lasts (collectively, the "Services").

These Terms of Service (the "Terms") form a binding agreement between Mate&Work and any business or individual procuring the Services ("Client", "you"). By purchasing, accessing or using the Services, you agree to these Terms.

Professionals contract exclusively with Mate&Work under a separate Independent Contractor Agreement. Provisions of these Terms that describe a Professional's status, obligations or restrictions describe obligations owed to Mate&Work under that separate agreement. They do not create a contract between you and any Professional.

Please read this before anything else. Every Professional placed by Mate&Work is an independent contractor engaged by Mate&Work, and is Mate&Work's vendor, not Client's. No Professional is an employee of Mate&Work and no Professional is an employee of Client. This is true for full-time placements, part-time placements and hourly plans alike. In practice it means Client pays Mate&Work and never the Professional, Client provides no salary, benefits, insurance, paid time off or severance of any kind, Client does not put a Professional on its payroll or issue them any tax form, and Client does not hire, fire, discipline or set the pay of any Professional. Anything Client wishes to provide beyond the fee must be agreed with Mate&Work in writing in advance. Section 6 sets this out in full and it runs through the whole of these Terms.

0. Order of Precedence

These Terms govern and control over any conflicting statement on the Mate&Work website (including the "Policies" page), FAQs, emails, proposals or marketing materials. A signed Order Form controls over these Terms as to the commercial terms of the Engagement it covers. In all other cases of conflict, these Terms prevail.

1. Definitions

• Client: the business or individual purchasing Services from Mate&Work.
• Professional: an independent contractor engaged by Mate&Work as its vendor, under a separate Independent Contractor Agreement and assigned to perform work for Client. A Professional is not an employee of Mate&Work and not an employee of Client.
• Engagement: a period during which a Professional is assigned to Client.
• Order Form: the document signed by Client and Mate&Work identifying the Professional, the role, the Engagement type, the schedule, the fee, the additional-hour rate, any minimum commitment and the start date.
• Dedicated Placement: an Engagement in which a Professional is assigned to Client for a committed weekly schedule at a fixed recurring fee. Dedicated Placements are Full-Time or Part-Time.
• Full-Time Placement: a Dedicated Placement with a committed schedule of forty (40) hours per week, unless the Order Form states otherwise.
• Part-Time Placement: a Dedicated Placement with a committed schedule of twenty (20) hours per week, unless the Order Form states otherwise.
• Hourly Plan: an Engagement in which Client purchases a stated number of hours per period, booked and drawn down against that balance.
• Deliverables: work product created by a Professional for Client during an Engagement.
• Confidential Information: non-public information disclosed by one party to the other, in any form, that a reasonable person would understand to be confidential, subject to the exclusions in Section 8.
• In writing: for a confirmation or agreement Client gives under Section 3.6 or Section 6.2, an email from Client's contact, or a message from that contact on a chat channel the parties already use, is sufficient. For anything that changes the fee, the schedule, the scope or these Terms, writing means a signed Order Form, as set out in Sections 3.1 and 11.

2. The Services

2.1 What we do

We recruit, screen and match Professionals, and we manage the engagement: onboarding support, coordination, coverage where a Professional is absent, replacement under Section 7, and a point of contact for the life of the relationship. Client contracts for the Services from Mate&Work and not from any Professional. Professionals are independent contractors engaged by Mate&Work as its vendors, not employees of Mate&Work or of Client, as set out in Section 6. Mate&Work is a staffing and talent management company, not a marketplace or an introduction service.

2.2 What we do not promise

We do not guarantee that any particular task will be completed to a specific result unless an Order Form expressly says so. Nothing in the Services constitutes legal, tax, accounting or other professional advice.

2.3 Screening

We verify each Professional's identity, work history and professional references, and we assess language and role-specific skills. Except where an Order Form expressly says otherwise, we do not perform criminal, credit or government database screening, and we do not warrant the accuracy of information supplied by a Professional or a reference.

Additional screening can be arranged through Mate&Work at Client's cost, subject to the Professional's consent and the law of the Professional's country of residence. Client will not initiate a background, credit or consumer report on a Professional directly.

2.4 Authority

You confirm you have authority to bind the entity you represent, that the information you give us is accurate, and that you will comply with these Terms and applicable law.

3. Engagements, Schedules and Hours

3.1 The Order Form controls

Each Engagement is governed by an Order Form signed by both parties. Once an Order Form is signed, it controls the commercial terms of that Engagement over any prior or contemporaneous quote, proposal, plan page or email.

3.2 Dedicated Placements: Full-Time and Part-Time

The fee for a Full-Time or Part-Time Placement is a fixed recurring fee for the Professional's committed availability during the agreed schedule. It is not an hourly purchase. The fee is not reduced, credited, banked or rolled over if Client uses less than the committed schedule in any period, and unused availability does not accumulate. Committed hours include reasonable rest and meal breaks consistent with normal working practice.

3.3 Hourly Plans

On an Hourly Plan, hours are booked in advance. If Client cancels or reschedules booked hours with less than twenty-four (24) hours' notice, the scheduled hours are charged in full. With forty-eight (48) hours' notice or more, hours may be rescheduled or rolled over within the same week. Plan-specific cutoffs and rollover limits are stated on the Order Form or plan page.

3.4 Additional hours

Work beyond the committed schedule requires Mate&Work's prior written approval and is billed at the additional-hour rate stated on the Order Form. Client will not request or accept work from a Professional beyond the committed schedule without that approval. We may decline additional hours where they would be inconsistent with the Professional's engagement terms or applicable law.

3.5 Schedule, time zone and work location

The working schedule and time zone are stated on the Order Form. Professionals work remotely from their country of residence. Client will not require a Professional to work from a Client location or to relocate, and is responsible for any obligation arising from a Client instruction to work in a different jurisdiction.

3.6 Availability, time off and coverage

(a) No paid time off, from anyone. Professionals are independent contractors engaged by Mate&Work. They are not employees of Mate&Work and they are not employees of Client (Section 6). No Professional accrues or is entitled to paid vacation, paid sick leave, paid public holidays, or any other paid time off from Mate&Work or from Client. All time off is unpaid. Client is under no obligation to fund a Professional's time off and Mate&Work does not fund it on Client's behalf. Client may choose, entirely at its own option and without obligation, to fund additional time off for a Professional. Doing so does not change the Professional's status, does not create an employment or joint employment relationship, and does not affect Section 6 or Section 14.

(b) The fee does not change. For a Dedicated Placement the recurring fee is a fixed fee for committed availability under Section 3.2. It is not reduced, credited, refunded, banked or carried forward because a Professional is unavailable for any reason, except only as expressly provided in paragraph (f) of this Section.

(c) Planned time off requires Client's written confirmation of the dates. Planned time off must be raised with Client at least ten (10) business days in advance and may only be scheduled once Client has confirmed the dates in writing, which for this purpose means an email or a message on an agreed chat channel from Client's contact. For the avoidance of doubt, Client is confirming the effect on the service schedule. Client is not approving, refusing, granting or withholding the Professional's time off, which is a matter between Mate&Work and the Professional under Section 6, and Client has no right to do so.

(d) Unplanned absence and sick days. Where a Professional is unable to work through illness or emergency, Client will be notified as early as practicable on the day. For unplanned absence of up to four (4) business days, Mate&Work does not provide an interim replacement and the fee is not reduced. The Professional will make up missed hours within the same or the following week where reasonably practicable, at times agreed with Client.

(e) Public holidays. Professionals observe the public holidays of their own country of residence, not Client's, up to a maximum of ten (10) days per calendar year. A Professional is available on United States public holidays unless the same day is also a public holiday where they live. Client may agree a different holiday schedule on the Order Form, including asking a Professional to work a local holiday in exchange for another day.

(f) Extended absence. If a Professional is or will be unavailable for more than ten (10) consecutive scheduled working days, including for parental or medical reasons, Client may elect interim coverage where available, a replacement under Section 7, or a pro rata fee adjustment for scheduled working days missed after the tenth. This is the only circumstance in which the fee is adjusted for a Professional's absence.

(g) Client closures and Client holidays. If Client's business is closed, Client observes a holiday the Professional does not, or Client does not provide work, the fee is not reduced and the unused availability is not carried forward.

(h) Connectivity, power and equipment. As independent contractors, Professionals are responsible for reliable internet, power, equipment and workspace, including a reasonable backup arrangement. Where an interruption causes lost hours, the Professional will make them up within the same or the following week.

(i) No accrual, no entitlement, no payout. Nothing in this Section creates any entitlement to time off, and unused time off does not accrue, carry over, or become payable in cash by Mate&Work or Client at any time, including on termination.

3.7 Scaling up and down

Client may add a Professional, or increase a Part-Time Placement to Full-Time, by signing a new or amended Order Form. The change takes effect on the date stated and the fee is prorated for the current period.

Client may reduce a Full-Time Placement to Part-Time, or reduce contracted hours on an Hourly Plan, on fourteen (14) days' written notice, effective at the start of the next billing period. Reductions are not retroactive and do not create a refund for the current period. We will use reasonable efforts to accommodate a reduction sooner where the Professional's schedule permits. Any change affecting a billing period must be confirmed at least three (3) business days before the billing date for that period. Changes confirmed later are applied to the following billing period.

3.8 Start date and delayed start

Fees begin on the start date stated on the Order Form. If Client delays the start, or does not provide the access, information or approvals the Professional needs to begin, fees still begin on the stated start date. Where the delay is ours, or the Professional does not start, fees do not begin until the Professional is available and Section 7 applies.

4. Fees, Billing and Payment

4.1 Fees and currency

Fees are stated on the Order Form, are payable in US dollars, and are payable to Mate&Work only. Client never pays a Professional, because the Professional is Mate&Work's vendor and not Client's worker. Fees are exclusive of sales, use, value added, withholding and similar taxes, which are Client's responsibility other than taxes on Mate&Work's net income. If Client is required by law to withhold any amount, Client will increase the payment so that Mate&Work receives the full invoiced amount. Bank, transfer and currency conversion charges are Client's responsibility.

4.2 Activation deposit

A search activation deposit is payable to begin a search. It is credited in full against the first recurring fee for the resulting placement. If we do not present a shortlist, or Client does not proceed for any reason before signing an Order Form, the deposit is refunded on request.

4.3 Billing cycle

Fees are charged weekly or monthly in advance, as stated on the Order Form. The first charge is made on execution of the Order Form and is prorated for any partial period, with the activation deposit credited against it. Weekly cycles run Monday to Sunday.

4.4 Payment by card

Where the Order Form states that payment is by card, Client authorises Mate&Work and its payment processors to store Client's payment method and to charge it on a recurring basis for all amounts due under these Terms and any Order Form, including at amounts and frequencies different from the initial purchase, until the Engagement is terminated and all amounts are paid. Client will keep a valid payment method on file for the duration of the Engagement.

4.5 Payment by invoice

Where the Order Form states that payment is by bank transfer, Zelle or another push method, we will invoice in advance for each billing period and payment is due on receipt and in any event before the period begins. Client is responsible for initiating payment on time, for any limit its bank applies, and for including the reference we specify so payment can be matched to the Engagement. If two consecutive invoices are paid late, we may require Client to move to card payment as a condition of continuing the Engagement.

We will never change our payment details by email. If Client receives a request to pay a different account, Client will contact us by phone before sending funds.

4.6 Failed and late payment

If a scheduled charge fails, Client will provide a valid payment method within three (3) business days of notice. Amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum permitted by law, plus reasonable costs of collection. We may suspend a Professional's assignment while any amount is more than five (5) business days overdue. Suspension does not reduce the fees payable for the affected period and does not satisfy or extend any notice period under Section 15.

4.7 No set-off

Client will pay all amounts in full without set-off, deduction or withholding, and will not withhold payment on account of a disputed amount. Disputed amounts are raised under Section 16 and do not suspend the obligation to pay.

4.8 Fee changes

We may change the fee for an ongoing Engagement on thirty (30) days' written notice, to reflect changes in the Professional's compensation, scope or cost of delivery. If Client does not accept the change, Client's sole remedy is to terminate the affected Engagement under Section 15.3, and the existing fee continues until termination takes effect. A change to these Terms under Section 18 does not itself change any fee.

Annual review. Towards the end of each calendar year Mate&Work will review the fee for each ongoing Engagement with Client, taking into account the results of the Engagement, Client's feedback and Mate&Work's cost of delivery. Any change is proposed by Mate&Work and takes effect under this Section on thirty (30) days' notice. There is no automatic increase and no change takes effect without that notice. For the avoidance of doubt, in this review Client is agreeing the price of the Services. Client is not setting, approving or taking part in any decision about a Professional's own compensation, which is a matter for Mate&Work alone under Section 6.

4.9 Refunds

All fees are non-refundable. No refund or credit is due for a partial billing period, for unused availability or unused hours, for early termination, or for any period of suspension under Section 4.6 or Section 15.2. The only exceptions are the activation deposit under Section 4.2 and the coverage credits expressly stated in Sections 3.6 and 7. Mate&Work may issue a credit at its discretion, and doing so once does not create an entitlement.

4.10 Correction of errors

Mate&Work may correct a manifest error in a quoted or invoiced amount, including after payment, by written notice. If Client does not accept the corrected amount it may terminate the affected Engagement without penalty within seven (7) days of that notice.

5. Client Responsibilities

• (a) Scope and access. Provide a clear description of tasks, priorities and timelines, and the systems, accounts, licences and information the Professional needs. Client is responsible for granting, monitoring and revoking that access. Mate&Work provides the Professional's own equipment and connectivity unless the Order Form states otherwise.
• (b) Rights and compliance. Have the rights to the materials you provide, and comply with data protection and other applicable laws.
• (c) Conduct. Maintain professional, non-discriminatory conduct and a safe, respectful working environment. Report any performance, conduct or safety concern to Mate&Work rather than addressing it as an employment matter with the Professional.
• (d) Compensation routed through Mate&Work. All compensation for a Professional, including any bonus, incentive, commission, gift card, equity, stipend or expense reimbursement, must be paid through Mate&Work. Client will not pay a Professional directly, enrol a Professional in any Client payroll or benefits system, issue a Professional any tax form, or require a Professional to complete onboarding paperwork intended for Client personnel.
• (e) Policies. Provide any written security, acceptable use or compliance policy you expect to apply. We will procure the Professional's compliance with reasonable written policies notified in advance. Policies do not override these Terms and do not extend Client's rights under Section 6.3.
• (f) Direction. Direct the Professional as to scope, priorities, deliverables, timelines and quality standards, and do not exercise control inconsistent with Section 6, including applying Client disciplinary procedures, requiring exclusivity, or conditioning the Engagement on the Professional declining other work.

6. Contracting Structure and Classification

6.1 Professionals are Mate&Work's independent contractors

Professionals are independent contractors. They are not employees of Mate&Work and they are not employees of Client. This is the same for every Engagement type. A Full-Time Placement, a Part-Time Placement and an Hourly Plan are the same vendor relationship and differ only in the number of hours committed. The number of hours a Professional works, the duration of an Engagement, and whether a Professional works for one Client or several do not change this status. Each Professional contracts with Mate&Work under a written Independent Contractor Agreement under which the Professional:

• invoices Mate&Work for services rendered and is paid as a vendor, not through payroll;
• is responsible for their own income taxes, social contributions and any business registration required where they live;
• receives no salary, wage, benefit, perquisite, allowance, health or other insurance, pension or retirement contribution, paid vacation, paid sick leave, paid holiday, bonus, commission, equity, severance, redundancy or notice pay, or any other employee entitlement of any kind, from Mate&Work or from Client, whether arising by contract, custom, statute or otherwise;
• provides their own equipment, workspace and internet connection, unless an Order Form says otherwise;
• determines how to carry out the work, within the scope, priorities, timelines and quality standards agreed;
• may provide services to others, subject to their confidentiality and non-solicitation obligations; and
• has no authority to bind Mate&Work or Client.

Mate&Work does not withhold income tax, make employment contributions or provide employee benefits for any Professional. Mate&Work is responsible for paying each Professional for work performed for Client, and Client has no payment obligation to any Professional.

This does not reduce what Mate&Work owes Client. Mate&Work remains responsible to Client for delivery of the Services, for the replacement guarantee in Section 7, and for each Professional's compliance with Sections 8 and 9.

6.2 Nothing is included beyond the fee

The fee on the Order Form covers the Services in full. No benefit, allowance, bonus, equipment, software licence, paid day off or other item of any kind is included for a Professional, and none is implied. If Client wishes to provide anything of that nature to a Professional, it must be agreed separately and in writing with Mate&Work in advance, which for this purpose means an email or a message on an agreed chat channel from Client's contact, and any payment must be routed through Mate&Work under Section 5. Anything so provided is voluntary and discretionary on Client's part, applies to the stated occasion only, creates no entitlement, precedent or continuing obligation for either party, and does not make the Professional an employee of Client or of Mate&Work or affect Section 6.3 or Section 14.

6.3 No employment or joint employment

Nothing in these Terms creates an employment, joint employment, agency, partnership or joint venture relationship between Client and any Professional. Client does not have and will not exercise the right to hire, terminate, discipline, promote, set or supplement the compensation of, or provide employee benefits to, any Professional, and will not represent that a Professional is Client's employee. No Professional has authority to bind Client or Mate&Work.

6.4 Performance

Professionals will perform with reasonable skill and care and will communicate progress, blockers and status. Where fit or performance issues arise, we coordinate coaching, adjustment or replacement under Section 7.

6.5 Client email addresses and titles

Client may give a Professional a Client email address, a role title and access to Client systems where that helps the Professional work with Client's customers and partners. Doing so does not make the Professional Client's employee, does not give the Professional authority to bind Client, and does not affect Section 6.3 or Section 14. Client will not authorise a Professional to hold themselves out as an officer, executive or legal representative of Client, and will disable the address and title on termination.

6.6 Substitution by Mate&Work

We may replace a Professional with a comparably qualified Professional where the incumbent becomes unavailable, resigns, or is withdrawn for conduct or compliance reasons. We will give as much notice as circumstances allow and will coordinate handover. Substitution under this Section is not a breach of these Terms, and Section 7(c) applies to any gap in assignment.

7. Replacement Guarantee

If Client is not satisfied with a Professional's fit or performance within the agreed scope, Client may request a replacement at no additional search cost, at any time during the Engagement. A replacement is a change of vendor assignment by Mate&Work. It is not a dismissal, and Client has no right to dismiss, discipline or terminate any Professional.

• (a) Client will first raise the concern with us and allow five (5) business days for coaching or adjustment. This step does not apply to misconduct, a breach of confidentiality, or a safety issue, where we act immediately.
• (b) We will present replacement candidates, typically within one to two weeks, and coordinate either an immediate stop or a structured handover at Client's election.
• (c) Fees continue while the outgoing Professional remains assigned. If no Professional is assigned, fees are credited pro rata for each scheduled working day from the sixth (6th) business day after the request until the replacement's start date.
• (d) The guarantee covers the role and scope stated on the Order Form. A materially changed role is a new search and a new Order Form.
• (e) Fair use: one active replacement search per placement at a time. We may require a new activation deposit after the third replacement of the same seat in any twelve (12) month period, or where requests arise from repeated scope changes, unpaid fees, or conduct addressed in Section 5.
• (f) Replacement does not affect Client's obligations under Section 14.

8. Confidentiality

8.1 Obligation

Each party will keep the other's Confidential Information confidential and use it only to perform or receive the Services. These duties survive three (3) years after termination, and indefinitely for trade secrets.

8.2 Exclusions

Confidential Information does not include information that is or becomes public without breach, was known to the recipient without a duty of confidence, is independently developed without use of the other party's information, or is received from a third party entitled to disclose it. Disclosure required by law or court order is permitted, with prompt notice to the other party where lawful.

8.3 Flow-down

Mate&Work binds each Professional to written confidentiality and invention assignment obligations no less protective than this Section, and is responsible to Client for the Professional's compliance with them.

8.4 No direct instruments

Client will not require, request or invite a Professional to sign any non-disclosure agreement, services or contractor agreement, non-compete, or other instrument directly with Client or its affiliates. Where Client's obligations to a third party must reach the Professional, the parties will execute a Flow-Down Annex to the Order Form, signed by Mate&Work, and we will extend the relevant obligations to the Professional.

9. Intellectual Property

9.1 Ownership of Deliverables

On payment of the fees for the period in which they were created, Client owns the 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 licence. We grant Client a non-exclusive, perpetual licence to use those excluded components as embedded in the Deliverables.

9.2 Chain of assignment

Mate&Work obtains from each Professional a present written assignment of all rights in work product created for a Client, together with a waiver of moral rights to the fullest extent permitted by the law of the Professional's country of residence.

9.3 Licence fallback

Where such assignment or waiver is not permitted or is not fully effective under applicable law, the Professional grants, and Mate&Work passes through to Client, an exclusive, worldwide, perpetual, irrevocable, royalty-free and sublicensable licence to use, reproduce, modify and distribute the work product for any purpose, which Client may enforce directly.

9.4 Further assurances and working files

At Client's reasonable request and expense, we will assist, and will procure the Professional's assistance, in obtaining, recording, defending and enforcing Client's rights in the Deliverables, including signing any document reasonably required. Editable source and working files created during an Engagement are stored in the location agreed with Client, or otherwise in Client's own systems, and remain accessible to Client at all times.

9.5 Portfolio reference

Unless Client objects in writing, we may reference Client's name, logo and high-level engagement details for credentials, without disclosing Confidential Information.

10. Data Protection and Security

10.1 Roles

Each party will comply with the data protection laws applicable to it. As between the parties, Client is the controller or business for personal data it provides or makes accessible, and Mate&Work processes that data only on Client's documented instructions to deliver the Services. Where the GDPR or the CCPA applies to an Engagement, the parties will execute a data processing addendum on request.

10.2 Access

Client authorises us to make Client data accessible to the assigned Professional and to the standard business tools used to deliver the Services. We remain responsible for their handling of that data. Client data is not sold.

10.3 Security

Each party is responsible for security on its own systems. Client remains responsible for granting, monitoring and revoking access to its tools and accounts.

10.4 Security incidents

We will notify Client without undue delay, and in any event within seventy-two (72) hours, after becoming aware of confirmed unauthorised access to Client data held by us or by the assigned Professional, and will share the information reasonably available at the time.

10.5 AI and automated tools

Neither Mate&Work nor the Professional will input Client Confidential Information into a publicly available generative AI tool without Client's prior written approval. Client may list approved tools on the Order Form. Client remains responsible for its own instructions to use such tools and for the output it chooses to rely on.

11. Communications

Operational coordination may take place over email, WhatsApp or other agreed channels. Messages on chat channels do not amend pricing, scope, payment terms or legal obligations. Changes require a signed Order Form or written confirmation from an authorised email address. This does not prevent Client giving a confirmation or agreement under Section 3.6 or Section 6.2 by email or chat, since neither changes the commercial terms. Do not share passwords, card data or highly sensitive information over chat channels; we may require email confirmation or additional verification before acting on high-impact instructions. Message delivery depends on third-party services and we are not liable for outages. Recipients may opt out of a chat channel at any time.

12. Warranties, Disclaimers and Liability

12.1 Mutual

Each party warrants that it has the authority to enter into these Terms and will comply with laws applicable to its performance.

12.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

12.3 Cap

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 IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.4 Exclusion of certain damages

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY.

12.5 Exceptions and super cap

Sections 12.3 and 12.4 do not apply to Client's payment obligations, to Client's obligations under Section 13(a), or to Client's breach of Section 14. Mate&Work's obligations under Section 13(b) remain subject to Sections 12.3 and 12.4. For breach of Section 8, the cap in Section 12.3 is replaced by a cap equal to the fees paid by Client in the twelve (12) months preceding the event, and Section 12.4 does not otherwise apply to such a breach.

13. Indemnification

• (a) By Client. Client will defend and indemnify Mate&Work against third party claims arising from (i) materials, data or instructions Client provides, (ii) Client's use of Deliverables beyond the licence granted, (iii) Client's breach of Section 14, and (iv) any claim by a Professional or a government authority that Client is the Professional's employer or joint employer, to the extent based on Client's direction, treatment or classification of the Professional.
• (b) By Mate&Work. We will defend and indemnify Client against third party claims that Deliverables created by a Professional, in the form delivered and excluding Client materials and Client instructions, infringe a United States copyright or misappropriate a trade secret, and against claims arising from our breach of Section 8. This obligation does not apply to any claim arising from Client's modification of the Deliverables, their combination with anything not supplied by Mate&Work, their use outside the licence granted, or Client's continued use after we notify Client to stop. Mate&Work's liability under this paragraph is subject to the limits in Section 12.
• (c) Process. The indemnified party will give prompt written notice, allow the indemnifying party to control the defence, and cooperate reasonably at the indemnifying party's expense. No settlement imposing liability or an admission on the indemnified party may be made without its written consent.

14. No Direct Hire, Conversion and Non-Solicitation

14.1 The prohibition

A Professional introduced by Mate&Work may only be engaged through Mate&Work. Client will not, directly or indirectly, including through 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 the Professional's last day assigned to Client or the last invoice date relating to that Professional. Client will not encourage a Professional to reduce or end their engagement with Mate&Work or to accept payments outside Mate&Work, and will notify us promptly if a Professional proposes such an arrangement. Any period during which Client is in breach of this Section does not count towards the twelve (12) month period, which is extended by the length of the breach.

14.2 Candidates introduced but not placed

The same prohibition applies to any candidate introduced to Client by Mate&Work, whether or not that candidate was placed, for twelve (12) months after the introduction. Client may instead engage such a candidate directly by paying an introduction fee equal to twenty percent (20%) of the candidate's first-year total compensation from Client, and in any event not less than three (3) months of the fee that would have applied had the candidate been placed through Mate&Work. The fee is payable before the candidate starts.

14.3 Conversion, the buyout path

Client may engage a Professional directly at any time by giving thirty (30) days' written notice and paying the conversion fee below. The fee declines with the length of the Engagement, because the longer a Professional works with Client the more of Mate&Work's placement investment has already been returned through the fees.

• Before 6 months of continuous engagement: four (4) months of the then-current fee for that Professional.
• 6 to 12 months: three (3) months of the then-current fee.
• 12 to 18 months: two (2) months of the then-current fee.
• 18 to 24 months: one (1) month of the then-current fee.
• After 24 months: no conversion fee.

Conversion takes effect only on Mate&Work's written confirmation that the conversion fee and all other amounts owing are paid. On conversion, Client's obligations under Sections 14.1 and 14.5 end as to that Professional, and Mate&Work has no further responsibility for them. This is the only route by which Client may engage a Professional directly. Any direct engagement outside it is a material breach and Section 14.4 applies.

14.4 Liquidated damages and remedies

If Client breaches this Section, Client will pay Mate&Work liquidated damages equal to thirty percent (30%) of the Professional's annualized total compensation from Client, and in any event not less than three (3) months of the fees that would have been payable for that Professional, plus reasonable costs of enforcement including attorneys' fees. The parties agree this is a reasonable pre-estimate of Mate&Work's loss of the placement and of the cost of recruiting and replacing the Professional, and not a penalty. We may seek temporary and permanent injunctive relief.

14.5 Our personnel

Client will not solicit or hire Mate&Work's employees, recruiters or contractors, other than Professionals assigned to Client through Mate&Work, during the Engagement and for twelve (12) months afterwards, without our prior written consent.

14.6 Certification

On reasonable written request, Client will confirm in writing that it has not engaged any Professional in breach of this Section.

14.7 No sharing of Professional details

Client will not disclose a Professional's or candidate's contact details, CV, profile or rate to anyone outside Client's own organisation, and will use them only to receive the Services. This applies whether or not the person is placed, and survives for twelve (12) months after the introduction or the last day assigned.

15. Term, Suspension, Termination and Handover

15.1 Term

These Terms take effect on the earlier of Client's acceptance at checkout or signature of an Order Form, and continue until all Engagements have ended and all amounts are paid.

15.2 Suspension

We may suspend the Services for non-payment, suspected fraud, security risk or material breach.

15.3 Termination for convenience

Either party may terminate an Engagement on written notice: fourteen (14) days for an Hourly Plan or a Part-Time Placement, and thirty (30) days for a Full-Time Placement, unless the Order Form states otherwise. Termination takes effect at the end of the notice period. Fees for the notice period remain payable, fees already charged for the current period are not refunded, and any unexpired minimum commitment stated on the Order Form remains payable.

15.4 Termination for cause

Either party may terminate for material breach on written notice with a cure period of five (5) business days. We may terminate immediately for non-payment more than fourteen (14) days overdue, for a breach of Section 14, or where continuing would create a safety or legal risk to a Professional.

15.5 Handover

On termination we will coordinate handover of files, Deliverables and access lists relevant to the assignment. Within ten (10) business days after termination we will return or delete Client Confidential Information held by us and by the assigned Professional, other than copies in routine backups or retained as required by law, and will confirm in writing on request. Accounts, profiles and credentials created by a Professional during an Engagement using Client systems or in Client's name belong to Client. Client will revoke the Professional's access to its systems promptly, and in any event within five (5) business days of the last day assigned. Because the Professional is an independent contractor engaged by Mate&Work and never Client's employee, Client owes a Professional nothing on termination: no severance, no notice pay, no final pay, no accrued time off and no other termination payment of any kind.

15.6 Survival

The following survive termination: order of precedence, definitions, accrued payment obligations, confidentiality, intellectual property, data protection, warranties and liability, indemnification, Section 14, handover and survival, dispute resolution, governing law, and miscellaneous, together with any provision that by its nature should survive.

16. Dispute Resolution

16.1 Informal resolution and jury waiver

The parties will first try in good faith to resolve any dispute informally. Each party waives the right to a jury trial to the fullest extent permitted by law.

16.2 Arbitration

Any dispute not resolved informally will be finally settled by binding arbitration seated in Miami-Dade County, Florida, in English, before a single arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules, or its Expedited Procedures for claims below USD $25,000. Class and representative actions are waived and disputes must be brought individually. Each party bears its own costs, and the arbitrator may award costs and reasonable attorneys' fees to the prevailing party. Either party may instead bring an individual claim in small claims court. The award may be entered in any court of competent jurisdiction.

16.3 Injunctive relief

Either party may seek a temporary restraining order or injunction in a court of competent jurisdiction to prevent irreparable harm, including a breach of Section 8 or Section 14, pending arbitration.

16.4 Limitation period

Except for claims for non-payment and claims under Section 14, no action arising out of or relating to these Terms may be brought more than one (1) year after the claim accrued.

17. Governing Law and Venue

These Terms are governed by the laws of the State of Florida, USA, without regard to conflict-of-law rules. Subject to Section 16, exclusive venue for any permitted court action is Miami-Dade County, Florida.

18. Changes to These Terms

We may update these Terms by posting a revised version on this page. Material changes will be notified by email or in-product notice at least ten (10) days in advance. Continued use of the Services, or payment of any fee, after the effective date constitutes acceptance. If Client does not accept a change, Client's sole remedy is to terminate under Section 15.3. A change to these Terms does not alter the fee stated on a signed Order Form during its current term.

19. Electronic Records and Signatures

The parties consent to transact electronically. An Order Form, annex or other document signed through an electronic signature service has the same legal force as a handwritten signature, and neither party will contest its validity on the basis that it was signed or delivered electronically. Electronic records of these Terms, Order Forms and signature audit trails are admissible as originals.

20. Miscellaneous

• (a) Notices. Legal notices to Mate&Work must be sent to hello@mateandwork.com and to 1865 Brickell Ave, Miami, FL, USA. Notice by email with confirmed delivery is sufficient. Notices to Client go to the contact stated on the Order Form.
• (b) Entire agreement. These Terms, together with any signed Order Form and annex, are the entire agreement and supersede prior or contemporaneous understandings on the subject matter.
• (c) Severability and waiver. If a provision is unenforceable, the rest remains in effect and the provision is limited to the minimum extent necessary. Failure to enforce is not a waiver.
• (d) Assignment. Client may not assign without our prior written consent. We may assign to an affiliate, successor or acquirer.
• (e) Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages, natural disasters, civil unrest and labour disputes. This does not excuse payment obligations.
• (f) Export and anti-corruption. Each party will comply with applicable export, sanctions and anti-bribery laws.
• (g) Third parties. These Terms do not create rights for anyone other than the parties, except that Client may enforce the licence in Section 9.3 directly and each party's indemnities extend to its affiliates, officers and personnel.
• (h) Feedback. Any feedback, suggestion or idea Client provides about the Services is non-confidential, and Mate&Work may use it for any purpose without acknowledgement or compensation.
• (i) Interpretation. Headings are for convenience only. "Including" means including without limitation. References to a Section are to a Section of these Terms.
• (j) Binding effect. These Terms bind and benefit the parties and their respective successors, permitted assigns and legal representatives.
• (k) Independent parties. Mate&Work and Client are independent contractors. Nothing in these Terms creates a partnership, joint venture or agency between them.

21. Website Use

21.1 Our content. The Mate&Work website, its content, design, text, graphics, software and the Mate&Work name and marks are owned by or licensed to Mate&Work. Nothing in these Terms transfers any right in them. Client may view and print pages for its own internal use and for no other purpose.

21.2 Acceptable use. Client will not, and will not permit anyone else to: scrape, crawl, harvest or systematically collect data from the website, including candidate profiles, the Careers pages and the talent application; use automated tools to access the site; attempt to bypass any access restriction; impersonate any person; interfere with the site's operation; or use the site to compete with Mate&Work or to build a competing database.

21.3 Accounts. Client is responsible for keeping its account credentials confidential and for all activity under its account, and will notify us promptly of any unauthorised use.

21.4 Third party links. Links to third party sites are provided for convenience. We do not control them, do not endorse them, and are not responsible for their content or practices.

21.5 Suspension. We may restrict or suspend access to the website for a breach of this Section, without affecting any Engagement in progress except as provided in Section 15.

Questions about these Terms: hello@mateandwork.com