Terms of Service

Client Agreement

By utilizing our Services for hiring, people analytics, or related purposes, whether on behalf of a company or in an individual capacity (“Client”), you agree to be bound by these Terms of Service as well as the specific terms and conditions outlined in our Client Agreement.

1. General

The Talent provides services to the Client in accordance with a Statement of Work (“SOW”), a document provided by us. The executed SOWs include a brief description of the work to be provided by the Talent (“Work”), as well as the start date, fees for the Work, and other relevant information, such as deadlines if applicable.

Client understands that the performance of all Work by Talent is significantly dependent on the Client’s timely provision of necessary resources, information, access, approvals, and any other support required for the completion of the Work. Any delays, omissions, or failures by the Client to provide these elements may impact the Talent’s ability to perform and deliver as expected.

Talent will autonomously report directly to the designee of Client (“Client Contact”). Such Client Contact will provide such Talent with the necessary information, assistance, specifications, and requirements for such Talent’s Work and will establish the Client’s expectations pursuant to reasonable and lawful instructions.

The Client Contact will be responsible for setting, reviewing, and monitoring the schedule, work schedules, code and/or other tangible results created by Talent and provided to Client under this Agreement (“Work Output”), and all other aspects of Talent’s Work under a SOW and coordinating the same directly with the Talent.

Client acknowledges and agrees that we won’t oversee Talent or have any responsibility or interference over the performance of Talent’s Work and will not control or direct Talent.

Accordingly, Client agrees that we will not be in a position to – and expressly won’t – warrant or guarantee the quantity, quality, or timeliness of the Work or that any Talent will meet any deadline established or desired by Client.

2. Fees and Invoicing

Client can work on project-based or permanent SOWs with Talent.

The Client and Talent engage in a post-payment agreement. We will invoice the Client on a monthly basis, between the 25th and 31st of each month.

This invoice will cover the total fee for all hours worked by the Talents hired by the Client, plus all corresponding fees during the preceding calendar month.

Client agrees and acknowledges that all corresponding fees, including our Service Fee and Benefits Fee, which combined are up to 25% of the Work fee, are directly applied to the total amount to be paid by the Client, as presented on the SOW and invoice without distinction.

For project-based SOWs, Client will be invoiced only once, after Talent’s delivery of the Work, with the total project Fee.

For permanent SOWs, Client will be invoiced once a month. The first invoice will be sent between the 25th and 31st of Talent’s starting month. If Talent start date is not the 1st day of the month, Client will be billed proportionately to the remaining workable hours on the same month's calendar.

Invoices will be due in five (5) business days. Any delay in the payment of a given invoice will result in the application of a 2% (two percent) fine of the due amount, as well as a 1% (one percent) monthly interest on the due amount.

All payments will be made in U.S. Dollars and paid electronically via card, bank wire, or cryptocurrency. We may offer other payment methods.

We are not responsible for any extra costs associated with the payment, or for the conversion rate applied by any payment partners.

Client acknowledges and agrees that all payments to Talent must be made through our Company invoice system or payment partners, and will not accept to use, propose, encourage or solicit to pay Talent, using any other payment method than those offered by us, nor will Client cooperate with any efforts of such Talent to do the same.

Therefore, Client agrees that it will not engage any individual Talent, introduced by or through our Company in connection with this Agreement, for the performance of services (except via our Company under this Agreement) during the period of such Talent’s work for Client and for twelve (12) months thereafter ("Reserved Period"). For clarity, this restriction is not a general non-solicitation provision and does not apply to our entire talent network. It is specifically tailored to apply only to those individual Talents introduced to the Client by or through us.

3. Termination Terms And Refunds

Client can terminate the SOWs at any point.

If the reason for terminating the agreement is a proven inability or unwillingness to comply with the terms of the SOW, we provide clients with a Money-Back Guarantee. This means the Client will be eligible for a refund and/or Talent replacement upon proving the Talent’s breach within the duration of the SOW.

The Client acknowledges and agrees that upon receiving an invoice and completing payment, the Work will be considered to have been delivered and meeting Client’s standards and expectations, making the Client no longer eligible for a refund.

If the Client fails to provide Mappa with written documentation substantiating the Talent's inability or unwillingness to comply with the terms of this Agreement, the Client acknowledges and agrees to remain responsible for completing payment in accordance with the terms specified in this Agreement.

4. IP Ownership & Confidentiality

We assign to Client all right, title, and interest of all work performed by the Talent during the term of the SOW, and previously assigned to our Company by Talent, in and to all Work Output provided to Client together with all intellectual property rights the Talent has (including, to the extent applicable, patents, copyrights, trade secrets, and moral rights). For the avoidance of doubt, Client retains all ownership of and all intellectual property rights within and pertaining to the Work Output. No ownership or license in the Work Output or associated intellectual property related thereto shall rest with Talent or with us.

We will reasonably assist Client, at Client’s request and expense, to further evidence, record, perfect, and maintain, any rights assigned hereunder.

All business, technical or financial information disclosed by a party to the other party under this Agreement will be the “Proprietary Information” of the disclosing party.

All information provided by Client to Talent is considered Confidential Information. Confidential Information includes, without limitation, (a) nonpublic information relating to the Discloser’s technology, customers, business plans, product plans, promotional and marketing activities, business operations and methods, pricing, financial information and other business affairs, (b) third party information that the Discloser is obligated to keep confidential, and (c) the nature, content and existence of any discussions or negotiations between the parties. Each party will hold in confidence and not disclose or, except in performing its obligations under this Agreement, use any Proprietary or Confidential Information of the disclosing party.

Nothing prevents our Company or the Talent from using the general knowledge, experience, and techniques gained while providing the Service. Talent may also use any information retained in their unaided memory when working with other clients through our platform. "Unaided memory" means that the person (1) has not intentionally memorized any Proprietary Information to bypass confidentiality obligations, and (2) does not use any of the Client's Proprietary Information in their future work.

If the Client suspects that a Talent has breached the Confidentiality or Intellectual Property provisions of the Client Agreement, the Client must notify us in writing, providing substantial evidence of such a breach. Upon verification of the breach, we will promptly terminate the Talent’s association with our network and initiate appropriate legal action in local courts.

5. Buyout and Direct Hire

During the term of a SOW, a Reserved Period applicable to a particular Talent, or after being introduced to Talent by our Company, the Client may elect to directly or indirectly engage or employ Talent outside our Services, subject to: (a) providing prior written notice to our Company; and (b) full payment of the Buyout Fee (defined below) to us.

Concerning each Talent directly hired by a Client without our intermediation, we will invoice and Client will pay a Buyout Fee of between seven percent (7%) and eighteen percent (18%) of the Annual Salary paid or to be paid to Talent. Payment must be made within thirty (30) days of hiring or engaging such Talent outside of our Platform (“Buyout Fee”).

The percentage to be paid by the Client is based on the Talent’s years of experience related to the job the Talent was directly hired to perform, and will be applied as follows:

For the avoidance of doubt, no Buyout Fee will be payable or owed in respect of an individual Talent following the expiration of the applicable Reserved Period for such Talent.

6. Miscellaneous

Client acknowledges that the Talents to be sourced to it under this Agreement are independent contractors and not employees of our Company.

If Client uses our Services to provide services to another party (“End Client”), Client will respond for any End Client violation and agrees to continue being solely responsible and capable of meeting all clauses of this Agreement.

We are only responsible to remit the fees and compensation payable to the Talent and payment of our income taxes in connection with this Agreement. Client is responsible for all other taxes and assessments, if any, in respect of this Agreement or any Work or Work Output, including, without limitation, any sales, value-added, use or similar taxes, duties, or levies.

Neither party will be liable to the other party for any incidental, consequential, indirect, special, punitive or exemplary damages (including damages for loss of business, loss of profits or the like) arising out of or relating to this agreement, such party’s performance hereunder, the use or inability to use any service, work, or work output, or any interruption or disruption of or by any of the foregoing, even if a party has been advised of the possibility of such damages and regardless of the cause of action (whether in contract, tort, breach of warranty or otherwise).

Neither party will have the right to assign this Agreement to another party without the other party’s written consent, except that either party may, upon written notice to the other party (and without the other party’s consent), assign this Agreement in its entirety to a parent company, any subsidiary of a parent company, or an affiliate in a common control group in connection with a corporate reorganization, entity conversion, acquisition, merger, or sale of or substantially all of its assets; provided that such assignee agrees in writing to be bound by the terms and conditions of this Agreement.

This Agreement is solely intended for the benefit of the parties hereto and their respective successors and permitted assignees and is not intended to benefit, and may not be enforced by, any other entity or person.