Terms of Service

Last updated: November 8, 2024

Recital

A. StepCoders provides its clients with outplacement or outsourcing services, including the placement of remote contractors.

B. StepCoders has been asked or is being considered to be asked by the client to offer its services for contractor placement.

C. The services will be provided according to the terms and conditions of this service agreement.

1. Definitions & Interpretation

Schedule 1 provides the definitions and interpretations for this service agreement.

2. Agreement - Day To Day Operation

2.1. The terms and conditions on the StepCoders website provide the procedure for day-to-day activities like service requests, selecting StepCoders employees, and performing other activities.

2.2. This agreement does not establish any form of employment between the client and StepCoders employees.

2.3. The client is responsible for selecting the appropriate StepCoders employee.

2.4. StepCoders employees cannot enter into contracts on behalf of the client.

3. Duration

3.1. This agreement is month-to-month and will continue until terminated.

4. Payment

4.1. Payment terms are outlined in Schedule 1 and on the StepCoders website.

4.2. The provisions in Schedule 1 are a part of this contract.

5. No StepCoders Liability

5.1. StepCoders is not liable for any loss or damage to the client, including:

• a) Delay in introducing StepCoders employees;
• b) Non-acceptance of an offer by a StepCoders employee;
• c) Issues related to the performance of a StepCoders employee.

6. The Client's Indemnity To StepCoders

6.1. The client agrees to indemnify StepCoders for:

• a) Injury to a StepCoders employee while performing duties;
• b) Property damage caused during the performance of duties.

6.2. The client will indemnify StepCoders for claims made by StepCoders employees regarding their termination.

7. Restriction On Direct Hiring Of StepCoders Employees

7.1. The client must pay a $15,000 USD fee for each StepCoders employee hired directly.

7.2. After termination, the client cannot hire any StepCoders employee for 12 months.

8. Intellectual Property

8.1. Any material created by a StepCoders employee will be owned by the client, and all intellectual property rights will vest in the client.

9. Privacy

All parties will handle personal information in accordance with applicable privacy laws.

10. Confidential Information

10.1. Only information required by law will be disclosed by any party.

11. Warranties

Both parties represent that there are no pending or threatened actions that could materially affect the contract.

12. Termination

12.1. A party may terminate the agreement if the other party breaches the contract and does not remedy it within 5 business days, or if the other party becomes insolvent.

12.2. The client may appoint a StepCoders employee on a trial basis for 1-10 days, during which they can terminate at any time.

12.3. For full-time employees, the client must give notice of 30 days (for under 6 months) or 60 days (for over 6 months) upon termination.

13. Acceptance

The client accepts the terms by:

• a) Requesting services;
• b) Appointing a StepCoders employee;
• c) Making a payment;
• d) Indicating acceptance in any other way.

14. Duty of Confidentiality

14.1. Both StepCoders and its employees will keep all client information confidential during and after the agreement.

Schedule 1: Fee Structure

1. The client must use the regular billing system when appointing a StepCoders employee.

2. Payments can be made via prepaid payments or monthly payments, with options for credit card or EFT.

3. Each payment is due in advance or on an agreed fixed monthly date.

4. Overtime charges will be included in the following month’s invoice.

Holidays

StepCoders employees are entitled to request leaves for public holidays.