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TeamEx Engagement Order

Published
Effective
Version
1.0

An Engagement Order records one Engagement. The Platform generates it from the details the Client and the Expert confirmed and presents it for acceptance: Parts 1 and 2 to the Client, Part 3 to the Expert. The accepted copy, with every detail filled in, is stored in the Account of each party that accepted it.

Governing documents

This Engagement Order incorporates the Terms of Use; for Parts 1 and 2, the TeamEx Client Service Agreement as accepted by the Client (the "Client Service Agreement" or "CSA"); and, for Part 3, the TeamEx Experts Agreement as accepted by the Expert (the "Experts Agreement"). Each order shows the version of each document and the date it was accepted. Capitalized terms have the meanings given there. Numbers not fixed here are set by the CSA. The Client accepts Part 1 (Direct Hire) or Part 2 (Contract Engagement); the Expert accepts Part 3.

Part 1: Direct Hire Placement Order

1.1 Engagement details

Each Direct Hire order shows:

  • Client legal name and Account identifier
  • Expert name and Profile identifier
  • Introduction timestamp
  • Role title and location (state, city)
  • TeamEx's license or registration number for the role location (or "not applicable")
  • Hire type (employee or contractor) and Start Date
  • First-year annualized gross base salary (USD)
  • Placement Fee (USD), calculated under CSA 4.2 from that salary
  • Invoice date (the Start Date) and due date (CSA 4.3)
  • Payment method on file (type and last four digits)
  • Guarantee Period end date (CSA 6.1)
  • Direct Hire protection period end date (CSA 1.7)
  • Any Special terms

1.2 Operative terms

(a) The Client shall pay the Placement Fee shown in the order under CSA Section 4, charged on the due date to the payment method on file under its payment authorization.

(b) The Client confirms the base salary shown is the first-year annualized gross base salary in the accepted offer, and that it reported the offer before the Start Date.

(c) CSA Section 6 governs the Second Hire guarantee and refund; the Guarantee Period ends on the date shown.

(d) After the Start Date, the Client and Expert are governed solely by their own agreement; TeamEx is not a party or the Expert's employer, joint employer or agent.

Part 2: Contract Engagement Order

2.1 Engagement details

Each Contract Engagement order shows:

  • Client legal name and Account identifier
  • Expert name and Profile identifier
  • Introduction timestamp
  • Role title, short description and location (state, city)
  • TeamEx's license or registration number for the role location (or "not applicable")
  • Eligibility approval: the date TeamEx approved the Expert for the Provider's contract in the Expert's country
  • Start Date
  • Expert Compensation, Client Price (CSA 5.1) and Service Fee (Client Price minus Expert Compensation), each in USD per month
  • Security Deposit (USD, CSA 5.5) and the date it is charged to the payment method on file; the Expert does not start until it has cleared
  • Payment method on file (type and last four digits)
  • Billing: monthly in arrears (CSA 5.2). The first invoice covers the Start Date to month end, prorated by calendar day; later invoices are issued on the first business day of each month and charged automatically to the payment method on file
  • Minimum term and end date, and the renewal term and renewal date
  • Termination-request deadline (CSA 5.4)
  • Availability window and time zone
  • Work location and equipment arrangement
  • Provider entity: the Contractor of Record Provider entity that contracts with and pays the Expert
  • Guarantee Period end date (CSA 6.1) and post-contract protection period (CSA 1.7)
  • Cancellation method: in the Platform, with the same number of steps as acceptance, choosing "Do not renew" or "End now" (CSA 5.4); or by email to the notice address in CSA Section 21
  • Any Special terms

2.2 Conversion Fee for this engagement

CSA Section 7 sets the Conversion Fee tiers and minimum.

2.3 Operative terms

(a) The Client shall pay the Security Deposit and monthly Client Price as shown in the order under CSA Sections 3 and 5; its payment authorization covers them.

(b) The Client expressly consents to the minimum term, same-length renewal, termination-request requirement, automatic monthly charge in arrears and cancellation method shown, and confirms they were shown before any charge.

(c) CSA Sections 5.6, 5.7 and 6 govern early termination, Expert resignation, the Second Hire guarantee, the pause of the Service Fee and term clock, and the guarantee exit.

(d) The Expert contracts with and is paid by the Provider entity shown; the Client contracts only with TeamEx and shall comply with CSA Section 5.8. Time off, local holidays and equipment follow the Provider's terms for the Expert's country.

(e) Intellectual property in the Expert's work product passes to the Client under CSA Section 5.10, supported by the Expert's undertaking in Part 3.

(f) A change to Expert Compensation, role, availability window or location takes effect only through an updated Engagement Order accepted by the Client and Expert; it changes only the fields it records and does not reset the term or renewal date unless it says so.

Order of precedence and acceptance (Parts 1 and 2)

Order of precedence

On conflict with the CSA, this order applies, highest first: (1) the Engagement Order, for its designed fields and Special terms only; (2) the CSA; (3) Exhibit B (Data Processing Addendum), which controls on processing of personal information between the Client and TeamEx; (4) Exhibit A; (5) the Terms of Use, for use of the Platform. The Privacy Policy, AI & Verification Notice and Second Hire & Refund Terms page are informational and outside this list. This Engagement Order may not reduce the Client's obligations under CSA Sections 8, 9, 11, 12 or 15. Where a mandatory law of the Expert's or Client's location requires a different term, that law applies to this engagement as far as required and no further.

Acceptance

The Client accepts by its authorized representative ticking an unchecked box next to a link to this document and confirming authority to bind the Client. The Platform records the order type, Engagement Order number, template version, CSA version, the Client's legal name, the representative's name and title, the Account identifier, the acceptance timestamp and time zone, and the IP address. The accepted copy is stored in the Client Account. No wet-ink signature is used.

Part 3: Expert Engagement Confirmation

This Confirmation records the engagement in the Engagement Order for the Expert and is governed by the Experts Agreement.

3.1 Engagement details shown to the Expert

Each Confirmation shows:

  • Expert name and Profile identifier
  • Client legal name
  • Engagement type (Direct Hire or Contract Engagement)
  • Role title, short description and location
  • Start Date
  • Compensation agreed with the Client: for a Direct Hire, the first-year annualized gross base salary (USD); for a Contract Engagement, the Expert Compensation (USD per month)
  • Who contracts with and pays you: for a Direct Hire, the Client; for a Contract Engagement, the Provider entity, in the currency and on the schedule in its contract with you
  • For a Contract Engagement: the availability window and time zone, and the minimum term (from the Start Date), which renews for the same length unless a termination request is given under the CSA
  • Guarantee Period end date
  • Any Special terms

3.2 Terms for the Expert

(a) TeamEx is not your employer. TeamEx does not employ, contract with, pay, direct or supervise you. In a Direct Hire, the Client is your employer or contracting party; in a Contract Engagement, the Provider contracts with and pays you under its own written agreement, signed separately.

(b) No fee to you. You owe TeamEx nothing for this engagement or any TeamEx service.

(c) Compensation. You and the Client agreed the compensation shown directly; TeamEx did not set it. In a Contract Engagement, the Client pays TeamEx, TeamEx pays the Provider, and the Provider pays you.

(d) Reporting. Under the Experts Agreement, you report through the Platform any offer from, or start with, this Client during the Experts Agreement's Protection Period.

(e) Changes. A change to your compensation, role, availability window or location needs an updated Confirmation that you accept.

(f) Raising an issue. Raise concerns about this engagement or the Client through the Platform or by email to the notice address below; in a Contract Engagement, raise pay, tax and contract questions with the Provider.

3.3 Confidentiality and work-product undertaking in favor of the Client (Contract Engagement)

By accepting this Confirmation for a Contract Engagement, you give the Client this direct undertaking, enforceable by the Client and, on its request, by TeamEx: (a) you will keep the Client's non-public business, technical and personal information confidential and use it only for the Client's work; (b) work product you create for the Client in this engagement is assigned to the Client under your agreement with the Provider, and you now assign any right in it that remains with you, with a waiver or non-assertion of moral rights where local law allows; and (c) you will not use the Client's confidential information or work product for anyone else. It adds to your agreement with the Provider and does not make you an employee of the Client or TeamEx.

3.4 Order of precedence (Part 3)

If this Confirmation conflicts with the Experts Agreement, this order applies, highest first: (1) the Expert Engagement Confirmation, for its designed fields and Special terms only; (2) the Experts Agreement; (3) the Terms of Use. This Confirmation adds no Expert obligation to TeamEx beyond the Experts Agreement.

3.5 Acceptance (Part 3)

The Expert accepts by ticking an unchecked box next to a link to this document. The Platform records the Confirmation, Engagement Order number, template version, Experts Agreement version, the Expert's name, Profile identifier and Account identifier, the acceptance timestamp and time zone, and the IP address. The accepted copy is stored in the Expert Account. No wet-ink signature is used.

Notices

Notices under this Engagement Order go under CSA Section 21 or Experts Agreement Section 22, as applicable, to TeamEx Inc., 332 S Michigan Ave, Suite 121 #5233, Chicago, IL 60604 · legal@teamex.ai. Invoice and payment questions go to billing@teamex.ai.