Terms & Conditions

Introduction

These Terms & Conditions ("Terms") govern all services provided by VariaCode Inc., a Delaware corporation ("VariaCode," "we," "us"), to clients ("Client," "you") under executed Work Orders ("Work Order," "WO"). By executing a Work Order that references these Terms, Client agrees to be bound by these Terms.

These Terms are publicly available at www.variacode.com/terms and are incorporated by reference into each Work Order.

How to Read These Terms

• Sections 1-3: Basic definitions and responsibilities for both parties
• Section 4: Equipment provisions for remote workers
• Sections 5-6: Payment terms and pricing
• Sections 7-9: Service-specific warranties and policies
• Sections 10-17: Legal protections and general terms
• "(Staffing/Recruiting Services Only)": These sections apply only to the specified service type

1. Definitions

• "Professional": Any individual introduced or assigned by VariaCode, including both Candidates and Assigned Employees.
• "Candidate": A Professional introduced to Client for direct employment through Recruiting Services.
• "Assigned Employee": A Professional employed by VariaCode and assigned to perform services for Client through Staffing Services.
• "Placement": The hiring of a Candidate by Client or any affiliate within twelve (12) months of Introduction.
• "Introduction": The submission of a Candidate's resume, profile, or identifying information to Client.
• "Work Output": All deliverables, materials, or results produced by an Assigned Employee during a Staffing engagement.
• "Compensation": For Recruiting Services, a Candidate's first-year gross base salary plus guaranteed bonuses and commissions.
• "Services": The specific services (Staffing Services and/or Recruiting Services) as identified in the applicable Work Order.

2. Scope of Services

2.1 Service Identification

Each Work Order shall clearly identify whether it pertains to:

• Staffing Services (temporary or contract personnel)
• Recruiting Services (permanent placement)
• Both Services (hybrid engagement)

Only the sections of these Terms applicable to the identified Services shall apply to that Work Order.

2.2 Staffing Services

When providing Staffing Services, VariaCode will:

• Recruit, screen, hire, and assign employees who meet the requirements specified in the Work Order
• Pay all wages, benefits, and employment-related costs
• Handle employment claims and compliance matters
• Ensure Assigned Employees follow Client's policies
• Replace Assigned Employees upon Client's written request with explanation

2.3 Recruiting Services

When providing Recruiting Services, VariaCode will:

• Source and screen qualified Candidates
• Present Candidates for Client's direct employment
• Facilitate the introduction and interview process
• Charge fees only upon successful Placement

3. Client Responsibilities

3.1 General Responsibilities (All Services)

Client shall:

• Provide accurate job requirements and specifications
• Maintain a safe, lawful, and compliant workplace
• Comply with all applicable employment and labor laws
• Protect VariaCode's confidential information

3.2 Staffing Services Specific

For Staffing Services, Client shall additionally:

• Properly supervise Assigned Employees
• Control the means, manner, and method of work performance
• Manage access to Client systems and confidential information
• Not modify Assigned Employee duties without written consent
• Exclude Assigned Employees from Client benefit plans
• Not make offers of employment or compensation to Assigned Employees
• Maintain accurate time and attendance records for Assigned Employees
• Allow VariaCode to audit time records upon reasonable notice

3.3 Recruiting Services Specific

For Recruiting Services, Client shall additionally:

• Conduct timely interviews of presented Candidates
• Provide prompt feedback on Candidate suitability
• Notify VariaCode of hiring decisions within required timeframes

3A. Equipment and Technology (Staffing Services Only)

3A.1 Equipment Provision Options

For Assigned Employees requiring computer equipment, the Work Order shall specify one of the following arrangements:

Option A - Client-Provided Equipment

• Client ships equipment directly to Assigned Employee
• Client maintains ownership and responsibility for equipment
• Client manages all logistics, support, and returns
• Client ensures equipment meets job requirements

Option B - VariaCode-Facilitated Equipment

• VariaCode purchases equipment locally per Client specifications
• Client pays actual equipment purchase price and actual costs (shipping, taxes, duties, transportation)
• All costs invoiced with supporting receipts
• Equipment ownership transfers to Client upon payment
• VariaCode coordinates delivery to Assigned Employee

3A.2 Equipment Responsibilities

Regardless of provision method:

• Assigned Employees must sign equipment acknowledgment forms
• Equipment remains Client property at all times
• Client bears risk of loss, damage, or theft
• VariaCode will assist with recovery efforts but assumes no liability
• Equipment must be returned upon assignment termination as directed by Client
• Client is responsible for all replacement or repair costs
• VariaCode assists with documentation but bears no financial liability

4. Fees and Payment Terms

4.1 Service-Specific Fees

• Staffing Services: Monthly invoicing based on hours worked or fixed monthly rate as specified in Work Order
• Recruiting Services: Placement fee as percentage of Compensation specified in Work Order, due within 30 days of Candidate's start date

4.2 Payment Terms

• Due Date: Net 30 days from invoice date
• Payment Methods: ACH or wire transfer
• Invoice Disputes: Must be raised within 10 days of receipt
• Late Fees: 2% per month on overdue undisputed amounts
• Collection Costs: Client responsible for costs including attorney fees
• Taxes: All fees exclude applicable taxes; Client pays all sales, use, or VAT taxes
• Currency: All payments in USD unless otherwise specified
• No Offset: No deduction or offset without written consent

4.3 Recruiting-Specific Terms

Late Notification Surcharge: Additional 25% of placement fee if Client fails to notify VariaCode of offer within 5 business days

5. Price Adjustments

5.1 Annual Review

VariaCode may propose fee modifications annually with 60 days written notice.

5.2 Automatic Adjustment

Absent mutual agreement on proposed increases, VariaCode may implement increases up to the lesser of:

• 5% of current rates
• Consumer Price Index (CPI) adjustment

5.3 Staffing Services - Promotion Adjustments

When an Assigned Employee's skills and responsibilities materially increase (e.g., Junior to Mid level), VariaCode may propose rate adjustments reflecting market rates for the enhanced role. Client will receive 30 days notice of proposed adjustments with supporting documentation.

6. Warranty and Replacement Provisions

6.1 Staffing Services Warranty

If Client requests replacement of an Assigned Employee with written explanation, VariaCode will use best efforts to provide a suitable replacement within 15 business days, subject to availability.

6.2 Recruiting Services Warranty

If a placed Candidate voluntarily resigns or is terminated for cause within sixty (60) days of employment commencement (or other period specified in the Work Order), VariaCode will provide one replacement search at no additional fee. This warranty excludes:

• Layoffs or workforce reductions
• Restructuring or reorganization
• Mergers, acquisitions, or changes in control
• Position elimination

7. Notification and Duplicate Candidate Policy (Recruiting Services Only)

7.1 Offer Notification

Client must notify VariaCode within five (5) business days of extending any employment offer to a Candidate, including compensation details and start date. Notification shall be sent via email to the VariaCode representative, contact@variacode.com or through other communication methods agreed upon by both parties.

7.2 Duplicate Candidates

If a Candidate is already in Client's database, Client must notify VariaCode within five (5) business days of Introduction with clear evidence of prior contact, including:

• Dated application records
• Interview documentation within prior 6 months
• Email correspondence predating Introduction
• ATS records with timestamps

Failure to provide timely notice with supporting documentation waives any duplicate claim. Late evidence provided after 5 business days but before placement may be considered at VariaCode's discretion.

8. Non-Solicitation and Non-Circumvention

8.1 Prohibition Period

For twelve (12) months following the end of an assignment (Staffing) or Introduction (Recruiting), Client shall not directly or indirectly:

• Hire or engage any Professional presented by VariaCode
• Solicit or induce any Professional to leave VariaCode's employment
• Circumvent VariaCode's services through third parties

This prohibition applies regardless of whether Client hired the Professional and includes Professionals who interviewed but were not initially selected.

8.2 Violation Fees

Violations of Section 8.1 will result in a fee of 25% of the Professional's anticipated annual compensation at the time of violation.

8.3 VariaCode Personnel

Client shall not solicit or hire VariaCode employees or contractors during the term and for 24 months thereafter.

8.4 Transfer of Assigned Employees (Staffing Services Only)

8.4.1 Transfer Option

Client may hire an Assigned Employee as a direct employee at any time by paying the applicable Transfer Fee below.

8.4.2 Transfer Fee Schedule

Based on length of continuous assignment:

• First 6 months: 25% of annual compensation
• Months 6-12: 20% of annual compensation
• After 12 months: 15% of annual compensation

8.4.3 Payment Terms

• "Annual compensation" includes base salary plus guaranteed bonuses
• Minimum Transfer Fee: $6,500
• Transfer Fee due within 30 days of direct hire start date
• This option replaces the violation fee in Section 8.2 when properly followed

8.4.4 Process

Client must notify VariaCode in writing before making an offer to the Assigned Employee.

9. Intellectual Property Rights

9.1 Staffing Services IP Rights

• Work Output: All Work Output created by Assigned Employees becomes Client's property when payment is received
• Pre-existing IP: VariaCode and Assigned Employees keep rights to their pre-existing knowledge and tools
• License Grant: If VariaCode tools are needed to use Work Output, Client receives a permanent, worldwide, free license
• Client IP: Work created using Client's existing IP remains Client's property

9.2 Recruiting Services IP Rights

• Candidate materials remain Candidate's property
• Client's use limited to evaluation purposes
• No ownership transfer of Candidate-created materials

10. Confidentiality and Data Protection

10.1 Confidentiality

Each party shall maintain strict confidentiality of the other's proprietary information and use such information solely for performing under these Terms.

10.2 Data Protection

Both parties shall comply with applicable data protection laws including:

• GDPR (General Data Protection Regulation)
• CCPA (California Consumer Privacy Act)
• Applicable state and provincial privacy legislation

10.3 Security Measures

Each party shall implement appropriate technical and organizational measures to protect personal data and cooperate on any security incidents or data subject requests.

11. Compliance and Warranties

11.1 General Compliance

Both parties represent and warrant compliance with:

• All applicable laws and regulations
• Anti-corruption laws (FCPA, Corruption of Foreign Public Officials Act)
• Anti-money laundering regulations
• Sanctions and export control laws

11.2 OFAC Certification

Neither party is listed on any prohibited party list including OFAC SDN list.

11.3 Service Warranties

VariaCode warrants that Professionals have been screened through background checks, reference verification, and skills assessment as appropriate for the role. No other warranties, express or implied, are provided.

12. Indemnification

12.1 Client Indemnification

Client shall defend, indemnify, and hold harmless VariaCode from claims arising from:

• Client's business operations or employment decisions
• Client's violation of laws or regulations
• Misuse of Work Output or Professional services
• Workplace safety or harassment claims at Client location

12.2 VariaCode Indemnification

VariaCode shall defend, indemnify, and hold harmless Client from claims arising from:

• VariaCode's gross negligence or willful misconduct
• VariaCode's violation of employment laws regarding Assigned Employees
• Breach of confidentiality by VariaCode

13. Limitation of Liability

13.1 Consequential Damages Waiver

Neither party shall be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, regardless of the theory of liability.

13.2 Liability Cap

Each party's total liability shall not exceed the fees paid or payable under the applicable Work Order in the six (6) months preceding the claim.

13.3 Exceptions

These limitations shall not apply to:

• Breach of confidentiality
• Indemnification obligations
• Gross negligence or willful misconduct

14. Term and Termination

14.1 Term

These Terms commence upon execution of the first Work Order and continue until all Work Orders are completed or terminated.

14.2 Termination - Staffing Services

• Without Cause: Either party may terminate with ninety (90) days written notice
• For Cause: Immediate termination upon material breach
• Non-payment: VariaCode may terminate if payment not cured within 30 days of notice

14.3 Termination - Recruiting Services

• Completion: Work Order terminates upon successful Placement or mutual agreement
• Without Cause: Either party may terminate search with 30 days notice
• For Cause: Immediate termination upon material breach

15. Dispute Resolution

15.1 Informal Resolution

Parties shall attempt good faith resolution through senior management before formal proceedings.

15.2 Arbitration

All disputes shall be resolved through binding arbitration under AAA Commercial Arbitration Rules in Newark, Delaware. The arbitrator's decision shall be final and binding.

15.3 Class Action Waiver

Both parties agree to bring claims only in their individual capacity. Neither party may bring a claim as a plaintiff or class member in any class, collective, or representative proceeding. The arbitrator may not consolidate multiple parties' claims.

15.4 Jury Trial Waiver

To the extent any claim proceeds in court rather than arbitration, both parties waive any right to a jury trial.

15.5 Governing Law

These Terms shall be governed by Delaware law without regard to conflict of law principles.

16. General Provisions

16.1 Entire Agreement

These Terms and applicable Work Orders constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications. These Terms prevail over any conflicting terms in Client's purchase orders, vendor management systems, or other documentation.

16.2 Modification

Amendments must be in writing and signed by both parties, except for permitted fee adjustments.

16.3 Assignment

Neither party may assign without prior written consent, except VariaCode may assign to an affiliate or successor.

16.4 Severability

Invalid provisions shall be modified to achieve intended economic effect.

16.5 Force Majeure

Neither party liable for delays due to circumstances beyond reasonable control.

16.6 Independent Contractor

The parties are independent contractors; no employment or partnership relationship exists.

16.7 Survival

The following sections survive termination: Section 5 (Payment obligations), Section 8 (Non-Solicitation), Section 9 (IP Rights), Section 10 (Confidentiality), Section 12 (Indemnification), Section 13 (Limitation of Liability), Section 15 (Dispute Resolution), and Section 16 (General Provisions).

17. Work Order Requirements

Each Work Order must include:

• Clear identification of Services type (Staffing, Recruiting, or Both)
• Specific fee structure and rates
• Duration (for Staffing) or positions (for Recruiting)
• Equipment provision method (for Staffing Services)
• Special terms or modifications
• The following incorporation language:

18. Contact Information

For questions about these Terms or services:

These Terms were last updated on June 12, 2025. VariaCode reserves the right to update these Terms, with updates becoming effective for new Work Orders executed after the revision date.